Exhibit 5
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                                    December 8, 2004


GTECH Holdings Corporation
55 Technology Way
West Greenwich, RI 20817

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,  650,000 shares of Common Stock,  $0.01 par value (the "Common Stock"),
to be issued under the GTECH Holdings  Corporation  2004 Employee Stock Purchase
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

                                                    By:/s/ Edwards & Angell, LLP
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