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


                                 April 15, 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"), and Leucadia Capital Trust I, a Delaware
business trust (the "Trust"), in connection with (i) the preparation and filing
with the Securities and Exchange Commission (the "Commission") of the
Registration Statement on Form S-4, as amended to the date hereof, filed with
the Commission (the "Registration Statement") under the Securities Act of 1933,
as amended, and of the Prospectus forming a part of the Registration Statement
(the "Prospectus") with respect to $150,000,000 aggregate principal amount of
8.65% Junior Subordinated Deferrable Interest Debentures (the "Subordinated Debt
Securities") of the Company and $150,000,000 aggregate liquidation amount of
8.65% Capital Trust Pass-through Securities (the "Capital Securities") of the
Trust and (ii) the Exchange Offer of the Capital Securities specified in the
Prospectus. All capitalized terms not otherwise defined herein shall have the
same meaning ascribed thereto in the Prospectus.

            In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Prospectus, the Declaration, the form of the Capital Securities, the form of
Indenture and the First Supplemental Indenture, and the Capital Securities
Guarantee Agreement (collectively, the "Agreements"). In addition, we have
examined originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, agreements, documents and other
instruments, and have made such inquiries of, and obtained such representations
from, such officers and representatives of the Company and the Trust as we have
deemed



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April 15, 1997
Page 2


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

            In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. We have further assumed (i) that the Capital Securities as executed
and delivered by the requisite signatories thereto will conform in substance and
form in all material respects to the form thereof examined by us, (ii) the
accuracy of the Company's representations set forth in the certificate delivered
to us by the Company, (iii) full and timely compliance by all parties to the
Agreements with the terms thereof (without waiver or amendment of any of the
terms thereof) and (iv) that the Agreements constitute all the agreements,
arrangements and understandings among the parties thereto with respect to the
transactions contemplated therein and that the representations and warranties
contained therein are true.

            The terms of the Agreements and the Capital Securities are
incorporated herein by reference.

            Based on the foregoing, it is our opinion that the discussion
contained in the Prospectus, under the caption "Certain Federal Income Tax
Consequences," insofar as such discussion describes statements of law or legal
conclusions and except to the extent qualified therein, fairly summarizes the
principal United States federal income tax consequences to the holders of
Capital Securities attributable to the purchase, ownership, and disposition of
Capital Securities.

            The foregoing opinion is based on current provisions of the Internal
Revenue Code of 1986, as amended, the Treasury Regulations promulgated
thereunder (including proposed Treasury Regulations), published pronouncements
of the Internal Revenue Service, and case law, any of which may be changed at
any time with retroactive effect. We express no opinion as to matters not
specifically covered by the foregoing opinion or as to the effect on the matters
covered by this opinion of the laws of any other jurisdiction.

            We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement and to the references to our firm
under the captions "Certain Federal




Leucadia National Corporation
April 15, 1997
Page 3


Income Tax Consequences" and "Legal Matters" in the Prospectus. This opinion may
not be used for any other purpose and may not otherwise be relied upon by, or
quoted, referred or disclosed to, any other person.




                                          Very truly yours,

                                          Weil, Gotshal & Manges LLP