October 15, 1999


VIA FACSIMILE

Riviera Holdings Corporation
2901 Las Vegas Boulevard South
Las Vegas, NV 89109

RE:     Riviera Holdings Corporation
        13% First Mortgage Notes due 2005

 Ladies and Gentlemen:

         Reference  is  made  to  the   Registration   Statement  on  Form  S-4,
Registration  No.   333-81613,   together  with  the  amendments   thereto  (the
"Registration  Statement")  filed  by  Riviera  Holdings  Corporation,  and  the
additional registrants specified in the Registration Statement.

         I hereby  consent to the use of my name and to being named as an expert
under the captions  "Risk  Factors - Gaming  licenses,  permits and  approvals,"
"Legislative  Issues"  and "State  gaming tax  issues"  and  "Gaming  and Liquor
Regulatory   Matters"  pertaining  to  matters  of  law  and  legal  conclusions
concerning  Colorado  gaming  laws in the  prospectus  which is  included in the
Registration Statement.

                                                Very truly yours,

                                                /s/ Edward J. McGrath
                                                --------------------------------
                                                Edward J. McGrath
                                                Verner, Liipfert, Bernhard,
                                                McPherson & Hand