September 24, 1999

Riviera Black Hawk, Inc.
444 Main Street
Black Hawk, CO 80422

Ladies and Gentlemen:

         As counsel to Riviera  Black Hawk,  Inc., a Colorado  corporation  (the
"Company"),  in connection with the issuance of $45,000,000  aggregate principal
amount of 13% First  Mortgage  Notes due 2005 With  Contingent  Interest  of the
Company,  it it our opinion  that the  discussion  in the Form S-4 to which this
opinion is filed as an exchibit (the "Registration Statement") under the heading
"United States Federal Income Tax Considerations" is a fair and accurate summary
of the matters therein discussed.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement. By giving the foregoing consent, we do not 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
Securities and Exchange Commission thereunder.

                               Very truly yours,


                               /s/ Dechert Price & Rhoads