WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                  212-310-8000
                               (FAX) 212-310-8007




                                 April 14, 1997



Leucadia National Corporation
315 Park Avenue South
New York, NY 10010


Ladies and Gentlemen:

                  We have acted as counsel to Leucadia National Corporation, a
New York corporation (the "Company"), in connection with the preparation and
filing of a Registration Statement on Form S-4 (the "Registration Statement")
under the Securities Act of 1933, as amended, with respect to $150,000,000
aggregate principal amount of 8.65% Junior Subordinated Deferrable Interest
Debentures due 2027 (the "Debentures") of the Company, $150,000,000 aggregate
liquidation amount of 8.65% Capital Trust Pass-through Securities (the "Capital
Securities") of Leucadia Capital Trust I, a business trust created under the
laws of the State of Delaware (the "Trust"), and the guarantee with respect to
the Capital Securities (the "Guarantee") executed and delivered by the Company
for the benefit of the holders from time to time of the Capital Securities.

                  In so acting, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Registration Statement, the
Prospectus that is a part of the Registration Statement (the "Prospectus"), the
Indenture (the "Indenture") and the First Supplemental Indenture (the "First
Supplemental Indenture"), each dated as of January 21, 1997, between the Company
and The Chase Manhattan Bank, as trustee (the "Trustee"), the form of Debenture
set forth in the First Supplemental Indenture, and such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of the
Company, and have made such inquiries of such officers and representatives of
the Company as we have





Leucadia National Corporation
April 14, 1997
Page 2


deemed relevant and necessary as a basis for the opinions hereinafter set forth.

         In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company.

         Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:

                  1. The Debentures, when duly executed by the Company,
authenticated by the Trustee pursuant to the terms of the Indenture and the
First Supplemental Indenture, and delivered and paid for in accordance with the
terms of the Indenture and the First Supplemental Indenture, and as contemplated
by the Registration Statement, will be validly issued and will constitute the
legally binding obligations of the Company entitled to the benefits of the
Indenture and the First Supplemental Indenture, in accordance with their terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).

                  2. The Guarantee constitutes the legally binding obligation of
the Company, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).

                  The opinions herein are limited to the laws of the State of
New York and the corporate laws of the State of Delaware, and we express no
opinion as to the effect on the




Leucadia National Corporation
April 14, 1997
Page 3


matters covered by this opinion of the laws of any other jurisdiction.


                  The opinions expressed herein are rendered solely for your
benefit in connection with the transactions described herein. Those opinions may
not be used or relied upon by any other person, nor may this letter or any
copies thereof be furnished to a third party, filed with a governmental agency,
quoted, cited or otherwise referred to without our prior written consent.

                  We understand that you have received an opinion from Richards,
Layton & Finger, LLP, special Delaware counsel for the Company and the Trust. We
are expressing no opinion with respect to the matters contained in such opinion.

                  We hereby consent to the use of this opinion as an exhibit to
the Registration Statement. We also consent to any and all references to our
firm under the caption "Legal Matters" in the Prospectus.


                                           Very truly yours,

                                           Weil, Gotshal & Manges LLP