Board of Directors
Churchill Downs Incorporated
700 Central Avenue
Louisville, Kentucky  40208

Gentlemen:

               We have acted as  counsel  to  Churchill  Downs  Incorporated,  a
Kentucky  corporation  (the  "Company"),  in connection with the registration of
50,000 shares of the Company's common stock (the "Shares"),  on the Registration
Statement on Form S-8 (the "Registration  Statement") being filed by the Company
with the  Securities and Exchange  Commission  pursuant to the Securities Act of
1933, as amended (the "Act").  The Shares are issuable under the Churchill Downs
Incorporated 1995 Employee Stock Purchase Plan (the "Plan").

               We  have  examined  and  are  familiar  with  the  Company,   its
organization and proceedings  related thereto.  We have also examined such other
documents and procedures as we have considered necessary for the purpose of this
opinion.

               We have assumed,  for purposes of this  opinion,  that the Shares
will be validly  authorized  on the  respective  dates of issuance of the Shares
under the Plan and that,  on the dates of issuance of the Shares under the Plan,
the obligations of the Company under the Plan will  constitute the legal,  valid
and  binding  obligations  of the  Company,  enforceable  against the Company in
accordance with their respective terms.

               Based  upon  the  foregoing  and  subject  to the  qualifications
hereinafter set forth, we are of the opinion that the Shares are duly authorized
and, when issued and sold in accordance  with the  Registration  Statement,  the
prospectus delivered to participants in the Plan pursuant to the requirements of
the Act, the pertinent  provisions of any applicable  state  securities laws and
the Plan, will be duly and validly issued, fully paid and nonassessable.

               We are members of the Bar of the  Commonwealth of Kentucky and do
not  purport  to be  experts  on the  laws of any  jurisdiction  other  than the
Commonwealth  of Kentucky and the Federal laws of the United  States of America,
and we express no  opinion as to the laws of any  jurisdiction  other than those
specified.


               Our opinion is directed to the Board of  Directors of the Company
and may not be relied upon by any persons other than said directors,  recipients
of the  prospectus  and  participants  in the Plan.  We  expressly  disclaim any
responsibility   for  advising  you  of  any  change   hereafter   occurring  in
circumstances  touching or concerning  the  transaction  which is the subject of
this opinion,  including any changes in the law or in factual matters  occurring
subsequent to the date of this opinion.

               We  hereby  consent  to the  filing  of this  opinion,  or copies
thereof, as an Exhibit to the Registration Statement. 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  Act  or the  rules  and  regulations  of the
Securities and Exchange Commission thereunder.

                                            Sincerely,

                                            WYATT, TARRANT & COMBS

                                            /s/ Wyatt, Tarrant & Combs
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