November 2, 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  Nots due 2005 With  Contingent  Interest  of the
Company,  it is our opinion  that the  discussion  in the Form S-4 to which this
opinion is filed as an exhibit (the "Registration  Statement") under the heading
"Unitd 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