Exhibit 5





                                          August 2, 2000

GTECH Holdings Corporation
55 Technology Way
West Greenwich, RI 02817

Ladies and Gentlemen:

     This opinion is furnished in connection  with the filing by GTECH  Holdings
Corporation  (the  "Company")  of a  Registration  Statement  on Form  S-8  (the
"Registration  Statement")  registering  under the  Securities  Act of 1933,  as
amended,  400,000 shares of Common Stock,  $0.01 par value (the "Common Stock"),
to be issued under the GTECH Holdings  Corporation  2000  Restricted  Stock Plan
(the "Plan").

     As counsel for the  Company,  we  participated  in the  preparation  of the
Registration  Statement and have examined such other  certificates and documents
as we deemed necessary or appropriate for the purposes of this opinion.

     Based upon the  foregoing,  we are of the opinion that the shares of Common
Stock being registered by the Registration  Statement,  when issued and paid for
as  contemplated   by  the  Plan,  will  be  validly  issued,   fully  paid  and
non-assessable.

         We hereby  consent to the  reference to our firm in and the use of this
opinion  in  connection  with  the  Registration  Statement  and all  amendments
thereto.  This  opinion may not be used for any other  purpose or relied upon by
any other person,  firm or corporation for any purpose without our prior written
consent.

                                          Very truly yours,



                                          EDWARDS & ANGELL, LLP