[PROSPECTUS Melco Crown Entertainment Limited (incorporated in the Cayman Islands with limited liability) American Depositary Shares (each representing three Ordinary Shares) and Ordinary Shares The prospectus relates to the proposed sale from time to time by us or any selling shareholder of American depositary shares, or ADSs, or ordinary shares of Melco Crown Entertainment Limited. Each ADS represents three ordinary] [COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MELCO CROWN ENTERTAINMENT LIMITED 15th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong T F REF: MP/M4237-H06094 TABLE OF CONTENTS TABLE A 1 INTERPRETATION 1 PRELIMINARY 5 SHARE CAPITAL 6 ISSUE OF SHARES 6 SHARE RIGHTS 7 VARIATION OF RIGHTS 7] [29 November 2011 Our Ref: MP/M4237-H06094 Melco Crown Entertainment Limited 36th Floor, The Centrium 60 Wyndham Street Central Hong Kong Dear Sirs MELCO CROWN ENTERTAINMENT LIMITED Melco Crown Entertainment Limited Company Registration Statement Ordinary Shares Issued Shares In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified. We are] [FIVE PALO ALTO SQUARE, 6TH FLOOR | 3000 EL CAMINO REAL | PALO ALTO | CA | 94306-2155 WWW.SHEARMAN.COM | T +1.650.838.3600 | F +1.650.838.3699 November 29, 2011 Melco Crown Entertainment Limited 36 th Floor, The Centrium 60 Wyndham Street Hong Kong Ladies and Gentlemen: For purposes of the opinion set forth below, we have, with the consent of the] [November 29, 2011 Company Melco Crown Entertainment Limited (the “ 36 th Floor, The Centrium 60 Wyndham Street Central Hong Kong Dear Sirs, Macau SAR ADSs Ordinary Share Form F-3 We are lawyers admitted and licensed to practice in the Macau Special Administrative Region of the People’s Republic of China (“ This opinion is limited to the Macau SAR law] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this registration statement on Form F-3 (the “Registration Statement”) of our reports dated April 1, 2011 relating to the consolidated financial statements and related financial statements included in Schedule 1 of Melco Crown Entertainment Limited (the “Company”) as of December 31, 2010 and 2009 and for each]