1033-00002 · Redstone Gaming Corp · Legal Opinions

legal-opinion-exhibit-5-1-draft.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP Attorneys at Law

7 Times Square, 38th Floor New York, New York 10036

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

DRAFT — [Date to be inserted upon filing]

DRAFT — This opinion letter is in draft form and has not been executed or delivered. It is being circulated for internal review purposes only and is subject to revision. The final executed version will be dated as of the pricing/filing date, anticipated to be on or about October 31, 2025.

Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, Nevada 89119

With copies to:

Pinnacle Zanthor & Co. 280 Park Avenue New York, New York 10017

Attention: Equity Capital Markets — Gaming & Leisure Group

Hargrove Williams Securities LLC 600 Lexington Avenue, Suite 2200 New York, New York 10022

Attention: Managing Director — Equity Syndicate

Clearwater Capital Markets Inc. 100 South Charles Street, Suite 1400 Baltimore, Maryland 21201

Attention: General Counsel — Capital Markets Division

Re: Registration Statement on Form S-3 (File No. 333-278401) — Legal Opinion Pursuant to Section 5(a) of the Securities Act of 1933, as amended; Offering of up to 7,540,983 Shares of Common Stock of Redstone Gaming Corp.

Ladies and Gentlemen:

I. Introduction

We have acted as counsel to Redstone Gaming Corp., a corporation organized and existing under the laws of the State of Delaware (the "Company"), in connection with the registration and proposed offering of shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"). This opinion letter is being furnished in connection with the offering described herein and is intended to be filed as Exhibit 5.1 to the Registration Statement (as defined below).

This opinion is being rendered in connection with an underwritten public offering by the Company of 6,557,377 shares of Common Stock (the "Firm Shares"), together with up to 983,606 additional shares of Common Stock issuable upon exercise of a 30-day over-allotment option granted by the Company to the underwriters named in the Underwriting Agreement referred to below (the "Option Shares," and together with the Firm Shares, the "Shares"). The maximum number of shares of Common Stock covered by this opinion is 7,540,983 Shares, which number reflects the sum of the Firm Shares and the maximum number of Option Shares issuable upon full exercise of the over-allotment option.

The Shares are being offered pursuant to the prospectus supplement dated [●], 2025 (the "Prospectus Supplement") to the base prospectus dated March 28, 2024 (the "Base Prospectus" and, together with the Prospectus Supplement, the "Prospectus"), forming part of the Registration Statement on Form S-3 (File No. 333-278401; CIK No. 0001847293) (the "Registration Statement") originally filed by the Company with the Securities and Exchange Commission (the "SEC" or the "Commission") on March 14, 2024, and declared effective by the Commission on March 28, 2024. The Prospectus Supplement has been or will be filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act").

The offering and sale of the Shares are being made pursuant to an underwriting agreement dated [●], 2025 (the "Underwriting Agreement") among the Company and Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., as representatives of the several underwriters named therein (collectively, the "Underwriters").

This opinion is being filed as Exhibit 5.1 to the Registration Statement (or to a post-effective amendment thereto or to a Current Report on Form 8-K that is incorporated by reference into the Registration Statement) in satisfaction of the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act.

II. Documents Examined

In connection with the opinions expressed herein, we have examined originals, or copies identified to our satisfaction as being true copies of the originals, of the following documents:

1. The Registration Statement on Form S-3 (File No. 333-278401), including all amendments and supplements thereto (including all exhibits filed therewith and all documents incorporated by reference therein), as filed with the Commission on March 14, 2024, and declared effective by the Commission on March 28, 2024;

2. The Base Prospectus dated March 28, 2024, as contained in the Registration Statement;

3. The Prospectus Supplement dated [●], 2025, as filed or to be filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act;

4. The Underwriting Agreement dated [●], 2025, among the Company and Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., as representatives of the several Underwriters named therein;

5. The Restated Certificate of Incorporation of the Company, as amended (including the Certificate of Amendment filed on June 12, 2023, and the Certificate of Designation filed on August 4, 2023), as filed with and certified by the Secretary of State of the State of Delaware (Delaware Charter File No. 7291845) (collectively, the "Certificate of Incorporation");

6. The Amended and Restated Bylaws of the Company, as currently in effect, certified to us by the Secretary of the Company (the "Bylaws");

7. Resolutions adopted by the Board of Directors of the Company on September 30, 2025 (the "Board Resolutions"), authorizing, among other things, (a) the offering and issuance and sale of the Shares, (b) the filing of the Prospectus Supplement with the Commission, (c) the execution and delivery of the Underwriting Agreement by the Company, and (d) the establishment of a Pricing Committee of the Board of Directors and the delegation to such Pricing Committee of authority to approve the final pricing terms of the offering within specified parameters;

8. Resolutions adopted by the Pricing Committee of the Board of Directors (the "Pricing Committee"), consisting of Marcus Hale, Chief Executive Officer, Lena Okafor, Chief Financial Officer, and Patricia Moynihan, Independent Director and Chair of the Finance Committee of the Board of Directors, adopted on [●], 2025 (the "Pricing Committee Resolutions"), approving the final offering price, the number of Firm Shares and Option Shares, the underwriting discount, and other pricing terms of the offering, in each case within the parameters established by the Board of Directors in the Board Resolutions (which parameters included a price floor of $25.00 per share and a maximum of 8,000,000 shares of Common Stock);

9. A certificate of good standing of the Company issued by the Secretary of State of the State of Delaware, dated on or about the date hereof;

10. A certificate of good standing (or equivalent certification) of the Company issued by the Nevada Secretary of State, dated on or about the date hereof;

11. A certificate of the Secretary of the Company, dated as of the date hereof (the "Secretary's Certificate"), certifying as to the authenticity and completeness of the Certificate of Incorporation, the Bylaws, the Board Resolutions, the Pricing Committee Resolutions, and the incumbency and signatures of the officers and directors of the Company who have executed or will execute documents in connection with the offering; and

12. Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for purposes of the opinions expressed herein.

III. Assumptions

In rendering the opinions set forth below, we have assumed the following, without independent investigation or verification:

(a) The genuineness of all signatures on all documents examined by us in connection with this opinion;

(b) The authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies, whether certified, conformed, facsimile, electronic, or photostatic;

(c) The accuracy, completeness, and authenticity of all public records, certificates, and attestations of public officials and governmental authorities examined by us, and the accuracy and completeness of all corporate records, minute books, and stock records made available to us by the Company;

(d) That each party to the Underwriting Agreement (other than the Company) has the requisite corporate or other organizational power, authority, and legal right to enter into and perform its obligations under the Underwriting Agreement, and that the Underwriting Agreement has been duly authorized, executed, and delivered by each such party and constitutes the legal, valid, and binding obligation of each such party, enforceable against each such party in accordance with its terms;

(e) That the consideration for the Shares in an amount not less than the par value thereof ($0.001 per share) will have been received by the Company prior to or contemporaneously with the issuance and delivery of the Shares, and that the Company will receive the full amount of the net proceeds payable to it as set forth in the Underwriting Agreement;

(f) That the Shares will be issued, sold, and delivered in compliance with and in the manner and on the terms set forth in the Registration Statement, the Prospectus (including the Prospectus Supplement), and the Underwriting Agreement, and that the certificates or book-entry credits representing the Shares, as applicable, will conform to the specimens or forms reviewed by us or authorized by the Board of Directors;

(g) That the Registration Statement, as amended or supplemented, has become effective under the Securities Act and remains effective at the time of issuance and sale of the Shares, and that no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceedings for that purpose have been initiated or threatened by the Commission, and that any required post-effective amendments to the Registration Statement have been or will be duly filed and have become or will become effective;

(h) That sufficient authorized but unissued shares of Common Stock are available for issuance at the time the Shares are issued. In this regard, we note that, as of the date of the Secretary's Certificate, the Company has 300,000,000 shares of Common Stock authorized under its Certificate of Incorporation, of which 152,400,000 shares are issued and outstanding, 4,200,000 shares are held in treasury, 3,850,000 shares are reserved for issuance upon exercise of outstanding stock options and other equity awards, and a sufficient number of authorized but unissued and unreserved shares remain available to accommodate the issuance of the 7,540,983 Shares contemplated by this opinion; and

(i) That the factual matters set forth in the Secretary's Certificate and the certificates of public officials examined by us are and will remain true and correct as of the date of issuance and delivery of the Shares.

IV. Opinions

Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth below, we are of the opinion that:

1. Due Authorization. The issuance and sale of up to 7,540,983 Shares, comprising up to 6,557,377 Firm Shares and up to 983,606 Option Shares, have been duly authorized by all necessary corporate action on the part of the Company, including without limitation (i) the Board Resolutions adopted by the Board of Directors of the Company on September 30, 2025, and (ii) the Pricing Committee Resolutions adopted by the Pricing Committee of the Board of Directors on [●], 2025, within the scope and parameters of the authority delegated to the Pricing Committee by the Board of Directors pursuant to the Board Resolutions. No further corporate action on the part of the Company is required for the issuance and sale of the Shares as contemplated by the Registration Statement, the Prospectus (including the Prospectus Supplement), and the Underwriting Agreement.

2. Valid Issuance. When the Shares have been issued and delivered by the Company against payment of the consideration therefor in accordance with the terms and conditions of the Underwriting Agreement and as contemplated by the Registration Statement and the Prospectus (including the Prospectus Supplement), the Shares will be validly issued.

3. Fully Paid. Upon receipt by the Company of the consideration for the Shares as specified in the Underwriting Agreement — at the public offering price of $27.45 per share, less the underwriting discount of $1.098 per share (representing an underwriting discount of 4.0% of the public offering price), resulting in net proceeds to the Company of $26.352 per share (before deducting estimated offering expenses payable by the Company) — the Shares will be fully paid. For the avoidance of doubt, the net proceeds per share to be received by the Company exceed the par value of $0.001 per share of the Common Stock.

4. Non-Assessable. The Shares, when issued, sold, and delivered in the manner described above, will be non-assessable. By "non-assessable," we mean that the holders of the Shares will have no obligation to make any further payments to the Company solely by reason of their ownership of such Shares, and that such Shares will not be subject to any further calls or assessments by the Company. This opinion as to non-assessability is limited to the meaning of the term under the General Corporation Law of the State of Delaware.

V. Qualifications and Limitations

The opinions expressed herein are subject to the following qualifications and limitations:

(a) This opinion is limited in all respects to the General Corporation Law of the State of Delaware (which includes the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such law), and we express no opinion with respect to the laws of any other jurisdiction, including without limitation the laws of the State of New York, the State of Nevada, or any other state or foreign jurisdiction, or the federal laws of the United States of America.

(b) No opinion is expressed herein regarding compliance with, or the effect of, federal or state securities laws, including without limitation the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, the Investment Company Act of 1940, as amended, or any rules or regulations promulgated under any of the foregoing, or the securities or "Blue Sky" laws of any state or other jurisdiction.

(c) No opinion is expressed herein regarding compliance with, or the effect of, any gaming regulatory laws, regulations, ordinances, or rules of the State of Nevada (including without limitation the Nevada Gaming Control Act and the regulations of the Nevada Gaming Commission and the Nevada Gaming Control Board), the State of New Jersey, the State of Mississippi, the State of Louisiana, the State of Indiana, or any other jurisdiction in which the Company or its subsidiaries conduct gaming operations or hold gaming licenses or approvals.

(d) No opinion is expressed herein regarding compliance with, or the effect of, any listing standards, rules, or requirements of the New York Stock Exchange ("NYSE") or any other national securities exchange or self-regulatory organization, including without limitation any requirements relating to the listing or authorization of the Shares for trading.

(e) This opinion is rendered as of the date hereof, and we assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion. We undertake no obligation to update or supplement this opinion for any facts, circumstances, events, changes in law, or other developments occurring after the date hereof, even though such facts, circumstances, events, changes in law, or other developments may affect the opinions expressed herein.

(f) This opinion is limited to the specific matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Without limiting the generality of the foregoing, we express no opinion regarding the tax consequences of the issuance or sale of the Shares, the applicability or effect of any anti-fraud provisions of federal or state securities laws, or the accuracy, completeness, or adequacy of any disclosure contained in the Registration Statement, the Prospectus, or any other offering document.

(g) The opinions expressed herein are subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and similar laws affecting the rights and remedies of creditors generally, and (ii) general principles of equity (including without limitation concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether such principles are applied in a proceeding in equity or at law, and regardless of whether such enforceability is considered in a proceeding at law or in equity.

VI. Consent and Reliance

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-3 (File No. 333-278401) (or to a post-effective amendment thereto or a Current Report on Form 8-K filed by the Company and incorporated by reference into the Registration Statement) and to the reference to this firm under the heading "Legal Matters" in the Prospectus Supplement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.

This opinion is rendered solely for the benefit of the Company and the Underwriters named in the Underwriting Agreement — Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc. — and may be relied upon by such parties solely in connection with the offering, issuance, and sale of the Shares as described in the Registration Statement and the Prospectus (including the Prospectus Supplement). This opinion may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. No other person or entity is entitled to rely on this opinion, and any such reliance would be unreasonable.

Very truly yours,

[DRAFT — Signature to be affixed upon finalization]

CALDERWOOD & HARKNESS LLP

Vivienne St. Claire, Responsible Partner

INTERNAL DRAFT NOTATIONS — NOT FOR FILING

DRAFT — Prepared by Brendan Walsh / Natasha Forbes For review by Vivienne St. Claire and Robert Adeyemi

Updated to address SEC Staff Comment No. 6 (comment letter dated October 14, 2025) — opinion now covers maximum 7,540,983 shares (including over-allotment option shares) and specifically references Board Resolutions dated September 30, 2025 and Pricing Committee Resolutions establishing final pricing terms within Board-authorized parameters.

Engagement No.: C&H-2025-CM-04187

CALDERWOOD & HARKNESS LLP Attorneys at Law
7 Times Square, 38th Floor New York, New York 10036
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
DRAFT — [Date to be inserted upon filing]
DRAFT — This opinion letter is in draft form and has not been executed or delivered. It is being circulated for internal review purposes only and is subject to revision. The final executed version will be dated as of the pricing/filing date, anticipated to be on or about October 31, 2025.
Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, Nevada 89119
With copies to:
Pinnacle Zanthor & Co. 280 Park Avenue New York, New York 10017
Attention: Equity Capital Markets — Gaming & Leisure Group
Hargrove Williams Securities LLC 600 Lexington Avenue, Suite 2200 New York, New York 10022
Attention: Managing Director — Equity Syndicate
Clearwater Capital Markets Inc. 100 South Charles Street, Suite 1400 Baltimore, Maryland 21201
Attention: General Counsel — Capital Markets Division
Re: Registration Statement on Form S-3 (File No. 333-278401) — Legal Opinion Pursuant to Section 5(a) of the Securities Act of 1933, as amended; Offering of up to 7,540,983 Shares of Common Stock of Redstone Gaming Corp.
Ladies and Gentlemen:
I. Introduction
We have acted as counsel to Redstone Gaming Corp., a corporation organized and existing under the laws of the State of Delaware (the "Company"), in connection with the registration and proposed offering of shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"). This opinion letter is being furnished in connection with the offering described herein and is intended to be filed as Exhibit 5.1 to the Registration Statement (as defined below).
This opinion is being rendered in connection with an underwritten public offering by the Company of 6,557,377 shares of Common Stock (the "Firm Shares"), together with up to 983,606 additional shares of Common Stock issuable upon exercise of a 30-day over-allotment option granted by the Company to the underwriters named in the Underwriting Agreement referred to below (the "Option Shares," and together with the Firm Shares, the "Shares"). The maximum number of shares of Common Stock covered by this opinion is 7,540,983 Shares, which number reflects the sum of the Firm Shares and the maximum number of Option Shares issuable upon full exercise of the over-allotment option.
The Shares are being offered pursuant to the prospectus supplement dated [●], 2025 (the "Prospectus Supplement") to the base prospectus dated March 28, 2024 (the "Base Prospectus" and, together with the Prospectus Supplement, the "Prospectus"), forming part of the Registration Statement on Form S-3 (File No. 333-278401; CIK No. 0001847293) (the "Registration Statement") originally filed by the Company with the Securities and Exchange Commission (the "SEC" or the "Commission") on March 14, 2024, and declared effective by the Commission on March 28, 2024. The Prospectus Supplement has been or will be filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act").
The offering and sale of the Shares are being made pursuant to an underwriting agreement dated [●], 2025 (the "Underwriting Agreement") among the Company and Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., as representatives of the several underwriters named therein (collectively, the "Underwriters").
This opinion is being filed as Exhibit 5.1 to the Registration Statement (or to a post-effective amendment thereto or to a Current Report on Form 8-K that is incorporated by reference into the Registration Statement) in satisfaction of the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act.
II. Documents Examined
In connection with the opinions expressed herein, we have examined originals, or copies identified to our satisfaction as being true copies of the originals, of the following documents:
1.  The Registration Statement on Form S-3 (File No. 333-278401), including all amendments and supplements thereto (including all exhibits filed therewith and all documents incorporated by reference therein), as filed with the Commission on March 14, 2024, and declared effective by the Commission on March 28, 2024;
2.  The Base Prospectus dated March 28, 2024, as contained in the Registration Statement;
3.  The Prospectus Supplement dated [●], 2025, as filed or to be filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act;
4.  The Underwriting Agreement dated [●], 2025, among the Company and Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., as representatives of the several Underwriters named therein;
5.  The Restated Certificate of Incorporation of the Company, as amended (including the Certificate of Amendment filed on June 12, 2023, and the Certificate of Designation filed on August 4, 2023), as filed with and certified by the Secretary of State of the State of Delaware (Delaware Charter File No. 7291845) (collectively, the "Certificate of Incorporation");
6.  The Amended and Restated Bylaws of the Company, as currently in effect, certified to us by the Secretary of the Company (the "Bylaws");
7.  Resolutions adopted by the Board of Directors of the Company on September 30, 2025 (the "Board Resolutions"), authorizing, among other things, (a) the offering and issuance and sale of the Shares, (b) the filing of the Prospectus Supplement with the Commission, (c) the execution and delivery of the Underwriting Agreement by the Company, and (d) the establishment of a Pricing Committee of the Board of Directors and the delegation to such Pricing Committee of authority to approve the final pricing terms of the offering within specified parameters;
8.  Resolutions adopted by the Pricing Committee of the Board of Directors (the "Pricing Committee"), consisting of Marcus Hale, Chief Executive Officer, Lena Okafor, Chief Financial Officer, and Patricia Moynihan, Independent Director and Chair of the Finance Committee of the Board of Directors, adopted on [●], 2025 (the "Pricing Committee Resolutions"), approving the final offering price, the number of Firm Shares and Option Shares, the underwriting discount, and other pricing terms of the offering, in each case within the parameters established by the Board of Directors in the Board Resolutions (which parameters included a price floor of $25.00 per share and a maximum of 8,000,000 shares of Common Stock);
9.  A certificate of good standing of the Company issued by the Secretary of State of the State of Delaware, dated on or about the date hereof;
10.  A certificate of good standing (or equivalent certification) of the Company issued by the Nevada Secretary of State, dated on or about the date hereof;
11.  A certificate of the Secretary of the Company, dated as of the date hereof (the "Secretary's Certificate"), certifying as to the authenticity and completeness of the Certificate of Incorporation, the Bylaws, the Board Resolutions, the Pricing Committee Resolutions, and the incumbency and signatures of the officers and directors of the Company who have executed or will execute documents in connection with the offering; and
12.  Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for purposes of the opinions expressed herein.
III. Assumptions
In rendering the opinions set forth below, we have assumed the following, without independent investigation or verification:
(a) The genuineness of all signatures on all documents examined by us in connection with this opinion;
(b) The authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies, whether certified, conformed, facsimile, electronic, or photostatic;
(c) The accuracy, completeness, and authenticity of all public records, certificates, and attestations of public officials and governmental authorities examined by us, and the accuracy and completeness of all corporate records, minute books, and stock records made available to us by the Company;
(d) That each party to the Underwriting Agreement (other than the Company) has the requisite corporate or other organizational power, authority, and legal right to enter into and perform its obligations under the Underwriting Agreement, and that the Underwriting Agreement has been duly authorized, executed, and delivered by each such party and constitutes the legal, valid, and binding obligation of each such party, enforceable against each such party in accordance with its terms;
(e) That the consideration for the Shares in an amount not less than the par value thereof ($0.001 per share) will have been received by the Company prior to or contemporaneously with the issuance and delivery of the Shares, and that the Company will receive the full amount of the net proceeds payable to it as set forth in the Underwriting Agreement;
(f) That the Shares will be issued, sold, and delivered in compliance with and in the manner and on the terms set forth in the Registration Statement, the Prospectus (including the Prospectus Supplement), and the Underwriting Agreement, and that the certificates or book-entry credits representing the Shares, as applicable, will conform to the specimens or forms reviewed by us or authorized by the Board of Directors;
(g) That the Registration Statement, as amended or supplemented, has become effective under the Securities Act and remains effective at the time of issuance and sale of the Shares, and that no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceedings for that purpose have been initiated or threatened by the Commission, and that any required post-effective amendments to the Registration Statement have been or will be duly filed and have become or will become effective;
(h) That sufficient authorized but unissued shares of Common Stock are available for issuance at the time the Shares are issued. In this regard, we note that, as of the date of the Secretary's Certificate, the Company has 300,000,000 shares of Common Stock authorized under its Certificate of Incorporation, of which 152,400,000 shares are issued and outstanding, 4,200,000 shares are held in treasury, 3,850,000 shares are reserved for issuance upon exercise of outstanding stock options and other equity awards, and a sufficient number of authorized but unissued and unreserved shares remain available to accommodate the issuance of the 7,540,983 Shares contemplated by this opinion; and
(i) That the factual matters set forth in the Secretary's Certificate and the certificates of public officials examined by us are and will remain true and correct as of the date of issuance and delivery of the Shares.
IV. Opinions
Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth below, we are of the opinion that:
1. Due Authorization. The issuance and sale of up to 7,540,983 Shares, comprising up to 6,557,377 Firm Shares and up to 983,606 Option Shares, have been duly authorized by all necessary corporate action on the part of the Company, including without limitation (i) the Board Resolutions adopted by the Board of Directors of the Company on September 30, 2025, and (ii) the Pricing Committee Resolutions adopted by the Pricing Committee of the Board of Directors on [●], 2025, within the scope and parameters of the authority delegated to the Pricing Committee by the Board of Directors pursuant to the Board Resolutions. No further corporate action on the part of the Company is required for the issuance and sale of the Shares as contemplated by the Registration Statement, the Prospectus (including the Prospectus Supplement), and the Underwriting Agreement.
2. Valid Issuance. When the Shares have been issued and delivered by the Company against payment of the consideration therefor in accordance with the terms and conditions of the Underwriting Agreement and as contemplated by the Registration Statement and the Prospectus (including the Prospectus Supplement), the Shares will be validly issued.
3. Fully Paid. Upon receipt by the Company of the consideration for the Shares as specified in the Underwriting Agreement — at the public offering price of $27.45 per share, less the underwriting discount of $1.098 per share (representing an underwriting discount of 4.0% of the public offering price), resulting in net proceeds to the Company of $26.352 per share (before deducting estimated offering expenses payable by the Company) — the Shares will be fully paid. For the avoidance of doubt, the net proceeds per share to be received by the Company exceed the par value of $0.001 per share of the Common Stock.
4. Non-Assessable. The Shares, when issued, sold, and delivered in the manner described above, will be non-assessable. By "non-assessable," we mean that the holders of the Shares will have no obligation to make any further payments to the Company solely by reason of their ownership of such Shares, and that such Shares will not be subject to any further calls or assessments by the Company. This opinion as to non-assessability is limited to the meaning of the term under the General Corporation Law of the State of Delaware.
V. Qualifications and Limitations
The opinions expressed herein are subject to the following qualifications and limitations:
(a) This opinion is limited in all respects to the General Corporation Law of the State of Delaware (which includes the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such law), and we express no opinion with respect to the laws of any other jurisdiction, including without limitation the laws of the State of New York, the State of Nevada, or any other state or foreign jurisdiction, or the federal laws of the United States of America.
(b) No opinion is expressed herein regarding compliance with, or the effect of, federal or state securities laws, including without limitation the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, the Investment Company Act of 1940, as amended, or any rules or regulations promulgated under any of the foregoing, or the securities or "Blue Sky" laws of any state or other jurisdiction.
(c) No opinion is expressed herein regarding compliance with, or the effect of, any gaming regulatory laws, regulations, ordinances, or rules of the State of Nevada (including without limitation the Nevada Gaming Control Act and the regulations of the Nevada Gaming Commission and the Nevada Gaming Control Board), the State of New Jersey, the State of Mississippi, the State of Louisiana, the State of Indiana, or any other jurisdiction in which the Company or its subsidiaries conduct gaming operations or hold gaming licenses or approvals.
(d) No opinion is expressed herein regarding compliance with, or the effect of, any listing standards, rules, or requirements of the New York Stock Exchange ("NYSE") or any other national securities exchange or self-regulatory organization, including without limitation any requirements relating to the listing or authorization of the Shares for trading.
(e) This opinion is rendered as of the date hereof, and we assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion. We undertake no obligation to update or supplement this opinion for any facts, circumstances, events, changes in law, or other developments occurring after the date hereof, even though such facts, circumstances, events, changes in law, or other developments may affect the opinions expressed herein.
(f) This opinion is limited to the specific matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Without limiting the generality of the foregoing, we express no opinion regarding the tax consequences of the issuance or sale of the Shares, the applicability or effect of any anti-fraud provisions of federal or state securities laws, or the accuracy, completeness, or adequacy of any disclosure contained in the Registration Statement, the Prospectus, or any other offering document.
(g) The opinions expressed herein are subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and similar laws affecting the rights and remedies of creditors generally, and (ii) general principles of equity (including without limitation concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether such principles are applied in a proceeding in equity or at law, and regardless of whether such enforceability is considered in a proceeding at law or in equity.
VI. Consent and Reliance
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-3 (File No. 333-278401) (or to a post-effective amendment thereto or a Current Report on Form 8-K filed by the Company and incorporated by reference into the Registration Statement) and to the reference to this firm under the heading "Legal Matters" in the Prospectus Supplement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.
This opinion is rendered solely for the benefit of the Company and the Underwriters named in the Underwriting Agreement — Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc. — and may be relied upon by such parties solely in connection with the offering, issuance, and sale of the Shares as described in the Registration Statement and the Prospectus (including the Prospectus Supplement). This opinion may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. No other person or entity is entitled to rely on this opinion, and any such reliance would be unreasonable.
Very truly yours,
[DRAFT — Signature to be affixed upon finalization]
CALDERWOOD & HARKNESS LLP
Vivienne St. Claire, Responsible Partner
INTERNAL DRAFT NOTATIONS — NOT FOR FILING
DRAFT — Prepared by Brendan Walsh / Natasha Forbes For review by Vivienne St. Claire and Robert Adeyemi
Updated to address SEC Staff Comment No. 6 (comment letter dated October 14, 2025) — opinion now covers maximum 7,540,983 shares (including over-allotment option shares) and specifically references Board Resolutions dated September 30, 2025 and Pricing Committee Resolutions establishing final pricing terms within Board-authorized parameters.
Engagement No.: C&H-2025-CM-04187

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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