CALDERWOOD & HARKNESS LLP Attorneys at Law
7 Times Square, 38th Floor New York, New York 10036
Telephone: (212) 455-7000 Facsimile: (212) 455-7001 www.calderwoodharkness.com
October 31, 2025
Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, Nevada 89119
Pinnacle Zanthor & Co. 280 Park Avenue New York, New York 10017
Hargrove Williams Securities LLC 600 Lexington Avenue, Suite 2200 New York, New York 10022
Clearwater Capital Markets Inc. 100 South Charles Street, Suite 1400 Baltimore, Maryland 21201
As Representatives of the several Underwriters named in the Underwriting Agreement referred to below
Re: Registration Statement on Form S-3 (File No. 333-278401) — Redstone Gaming Corp. — Offering of Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Redstone Gaming Corp., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of shares of common stock, par value $0.001 per share, of the Company (the "Common Stock") pursuant to a Registration Statement on Form S-3 (File No. 333-278401) (together with all amendments and supplements thereto, the "Registration Statement") originally filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, and declared effective on March 28, 2024.
This opinion is being furnished as Exhibit 5.1 to the Registration Statement and in connection with the issuance and sale by the Company of up to 7,540,983 shares of Common Stock (the "Shares"), consisting of (i) 6,557,377 shares of Common Stock (the "Firm Shares") and (ii) up to 983,606 additional shares of Common Stock issuable upon exercise of the underwriters' over-allotment option (the "Option Shares"), in each case pursuant to the Underwriting Agreement dated October 28, 2025 (the "Underwriting Agreement") among the Company, Pinnacle Zanthor & Co., as lead bookrunning manager, Hargrove Williams Securities LLC, as joint bookrunning manager, and Clearwater Capital Markets Inc., as co-manager (collectively, the "Underwriters"). The Shares are being offered at a public offering price of $27.45 per share pursuant to the Prospectus Supplement dated October 28, 2025 (the "Prospectus Supplement"), filed with the SEC under Rule 424(b)(5) under the Securities Act, together with the base prospectus dated March 28, 2024 (the "Base Prospectus" and, together with the Prospectus Supplement, the "Prospectus").
I. Documents and Records Examined
In connection with the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, corporate records, certificates, and other instruments:
1. The Registration Statement on Form S-3 (File No. 333-278401), as originally filed with the SEC on March 14, 2024, including all amendments thereto and the exhibits filed therewith or incorporated by reference therein;
2. The Base Prospectus dated March 28, 2024, forming a part of the Registration Statement;
3. The Prospectus Supplement dated October 28, 2025, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act;
4. The Underwriting Agreement dated October 28, 2025, among the Company and the Underwriters;
5. The Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware (Delaware Charter File No. 7291845), together with all certificates of amendment, certificates of designation, and other instruments filed with respect thereto;
6. The Amended and Restated Bylaws of the Company, as currently in effect;
7. The resolutions of the Board of Directors of the Company adopted on September 30, 2025, authorizing, among other things, (a) the offering and sale of up to 8,000,000 shares of Common Stock at a price not less than $25.00 per share, (b) the establishment of a 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), with authority to determine the final pricing terms of any such offering, and (c) the filing of the Prospectus Supplement, the execution and delivery of the Underwriting Agreement, and the taking of all actions related thereto;
8. The resolutions of the Pricing Committee adopted on October 28, 2025, approving (a) the public offering price of $27.45 per share, (b) the number of Firm Shares to be issued in the offering (6,557,377 shares), (c) the grant to the Underwriters of an over-allotment option covering up to 983,606 Option Shares, (d) the underwriting discount of $1.098 per share (representing 4.0% of the public offering price), and (e) the execution and delivery of the Underwriting Agreement and all documents and instruments contemplated thereby;
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. The Secretary's Certificate of the Company dated October 31, 2025, certifying, among other things, (a) the Amended and Restated Certificate of Incorporation, as amended to date, (b) the Amended and Restated Bylaws, as currently in effect, (c) the resolutions of the Board of Directors adopted on September 30, 2025, (d) the resolutions of the Pricing Committee adopted on October 28, 2025, and (e) the incumbency and specimen signatures of the officers and directors of the Company who have executed or are authorized to execute the Underwriting Agreement and other documents in connection with the offering; and
11. Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for purposes of the opinions expressed herein.
In addition, we have reviewed such matters of law and have made such other inquiries and investigations as we have considered necessary or appropriate as a basis for the opinions set forth below.
II. Assumptions
In rendering the opinions set forth below, we have assumed the following, without independent verification or investigation:
(a) The genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies, whether certified, photostatic, electronic, or otherwise.
(b) That each natural person signing any document reviewed by us in connection with this opinion has the legal capacity to do so.
(c) That the Registration Statement on Form S-3 (File No. 333-278401), and any amendments thereto, has become effective under the Securities Act, and such effectiveness has not been terminated or rescinded as of the date hereof.
(d) That the Prospectus Supplement dated October 28, 2025, has been timely filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act and that such filing has been accepted and has not been rejected, suspended, or withdrawn.
(e) That the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws have not been further amended, modified, rescinded, or supplemented since the date of the Secretary's Certificate referred to in paragraph 10 above, and that such instruments remain in full force and effect as of the date hereof.
(f) That the Underwriting Agreement has been duly authorized, executed, and delivered by each of the Underwriters party thereto and constitutes a valid and binding obligation of each such party, enforceable against each such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(g) That the Shares will be issued and sold in compliance with all applicable federal and state securities laws and in the manner described in the Registration Statement, the Prospectus, and the Underwriting Agreement, and that the Company and the Underwriters will comply with all of their respective obligations thereunder.
(h) That a sufficient number of shares of Common Stock are authorized and available for issuance at the time of issuance of the Shares. In this regard, we note that, pursuant to the Amended and Restated Certificate of Incorporation, the Company has 300,000,000 authorized shares of Common Stock. Based upon the representations of the Company as set forth in the Secretary's Certificate and information provided to us by the Company, as of the date immediately prior to the offering, 152,400,000 shares of Common Stock are issued and outstanding, 4,200,000 shares are held as treasury stock, and 3,850,000 shares are reserved for issuance under the Company's 2021 Equity Incentive Plan. Accordingly, a sufficient number of authorized and unreserved shares of Common Stock remain available for the issuance of the maximum of 7,540,983 Shares.
(i) That the consideration for the Shares as set forth in the Underwriting Agreement (at a price not less than the par value of $0.001 per share) will be received by the Company prior to or contemporaneously with the issuance of the Shares, and that such consideration will not be less than the par value of the Common Stock.
III. Opinions
Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Section IV below, we are of the opinion that:
1. Due Incorporation and Good Standing. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware.
2. Authorized Capital Stock. The Company has the authorized capitalization set forth in the Registration Statement and the Prospectus, consisting of (a) 300,000,000 shares of Common Stock, par value $0.001 per share, and (b) 10,000,000 shares of preferred stock, par value $0.001 per share, none of which shares of preferred stock are currently issued or outstanding.
3. Due Authorization. The issuance and sale of the Shares have been duly authorized by all necessary corporate action on the part of the Company, including the resolutions of the Board of Directors of the Company duly adopted at a meeting held on September 30, 2025, and the resolutions of the Pricing Committee duly adopted on October 28, 2025, and no further corporate action on the part of the Company is required in connection with the issuance and sale of the Shares pursuant to the Underwriting Agreement.
4. Valid Issuance, Fully Paid, and Non-Assessable. When the Shares (including both the 6,557,377 Firm Shares and up to 983,606 Option Shares, for a maximum total of 7,540,983 shares of Common Stock) have been issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement and as described in the Registration Statement and the Prospectus, the Shares will be validly issued, fully paid, and non-assessable. Under Delaware law, the concept of "non-assessable" means that holders of such shares will have no obligation to make further payments to the Company solely by reason of their ownership of such shares.
IV. 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 (the "DGCL"), including the applicable provisions of the Constitution of the State of Delaware and the reported judicial decisions interpreting the foregoing, as currently in effect. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the federal laws of the United States, the securities or "blue sky" laws of any state or other jurisdiction, or any gaming laws or regulations of any state or other jurisdiction (including, without limitation, the laws and regulations of the States of Nevada, New Jersey, Mississippi, Louisiana, or Indiana, or the regulations of any gaming commission, gaming control board, or other regulatory body having jurisdiction over the Company or its subsidiaries).
(b) We express no opinion regarding the compliance of the offering, issuance, or sale of the Shares with any federal or state securities laws, including the Securities Act or the Securities Exchange Act of 1934, as amended, or the rules and regulations of the SEC promulgated thereunder, or with the listing requirements or rules of the New York Stock Exchange ("NYSE") or any other national securities exchange or self-regulatory organization, or with the regulations of any other regulatory body.
(c) This opinion is rendered as of the date hereof, and we undertake no obligation, and hereby disclaim any obligation, to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law (whether by legislative action, judicial decision, or otherwise) that may hereafter occur, regardless of whether any such change is retroactive in effect.
(d) The opinions expressed herein are based solely upon the laws in effect on the date hereof, and we assume no obligation to revise or supplement this opinion should any such law be changed by legislative action, judicial decision, or otherwise.
V. Consent
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) and to the reference to Calderwood & Harkness LLP under the caption "Legal Matters" in the Prospectus Supplement dated October 28, 2025, and the Base Prospectus dated March 28, 2024. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Vivienne St. Claire Partner
CALDERWOOD & HARKNESS LLP 7 Times Square, 38th Floor New York, New York 10036
cc: Whitmore & Pratt LLP 51 West 52nd Street New York, New York 10019 (Counsel to the Underwriters)