EXHIBIT 5.1
                                                       TO REGISTRATION STATEMENT

                                 BRYAN CAVE LLP
                            TWO NORTH CENTRAL AVENUE
                                   SUITE 2200
                           PHOENIX, ARIZONA 85004-4066
                                 (602) 364-7000
                            FACSIMILE: (602) 364-7070


                                  April 9, 2002


Leucadia National Corporation-Arizona
315 Park Avenue South
New York, New York  10010


         Re:      Registration Statement on Form S-4
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Ladies and Gentlemen:

         We have acted as special Arizona counsel for Leucadia National
Corporation-Arizona, an Arizona corporation (the "Company"), in connection with
the issuance of up to 57,295,407 shares of Common Stock (the "Shares"), par
value $1.00 per share, of the Company in connection with the merger of Leucadia
National Corporation, a New York corporation ("Leucadia New York"), with and
into the Company. This opinion also relates to any registration statement of the
Company relating to the registration of additional shares of Common Stock
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act").

         In so acting and as a basis for the opinion hereinafter set forth, we
have examined and reviewed originals or copies, certified or otherwise
identified to our satisfaction, of a draft Agreement and Plan of Merger (the
"Merger Agreement") by and between Leucadia New York and the Company; the
Registration Statement on Form S-4 (the "Registration Statement") relating to
the issuance of the Shares pursuant to the Merger Agreement; the Articles of
Incorporation of the Company, as amended; the Bylaws of the Company; consent
resolutions of the Board of Directors and sole shareholder of the Company; and
such other records, documents, instruments and agreements, and we have made such
other inquiries, as we have deemed relevant and necessary for the opinion
hereinafter set forth.

         In our examination, we have assumed the authenticity of all documents
submitted to us as originals, the conformity with the originals of all documents
submitted to us as certified or photostatic copies thereof and the authenticity
of the originals of such latter documents. In addition, we have assumed the
genuineness of all signatures, the due authorization, execution and delivery of
all documents referred to herein by parties thereto and the due authority of all
persons executing such documents. As to all other matters of fact material to
this opinion, we have with your permission and without independent
investigation, relied upon (x) drafts of certificates obtained from the officers
and directors of the Company and (y) certificates obtained from public officials




Leucadia National Corporation-Arizona
April 9, 2002
Page 2

of the State of Arizona and the State of New York. We have also assumed that all
of the outstanding shares of common stock of Leucadia New York at the effective
time of the merger pursuant to the Merger Agreement will have been duly
authorized and will be validly issued, fully paid and nonassessable. We give no
opinion with respect to whether any outstanding shares of common stock of
Leucadia New York have been authorized, validly issued, fully paid or
nonassessable.

         Based upon and subject to the foregoing, and assuming that the Merger
Agreement has been duly authorized, executed, delivered and performed by
Leucadia New York and the Company, and the merger between the Company and
Leucadia New York pursuant to the Merger Agreement has become effective, we are
of the opinion that the Shares to be issued by the Company pursuant to the
Merger Agreement will be duly authorized, validly issued, fully paid and
nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Proxy Statement/Prospectus included in the Registration
Statement. This opinion may be incorporated by reference in a registration
statement of the Company relating to the registration of additional shares of
Common Stock pursuant to Rule 462(b) under the Securities Act, in which case the
opinions expressed herein will apply to the additional shares registered
thereunder.

                                Very truly yours,


                               /s/ Bryan Cave LLP
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                               BRYAN CAVE LLP