Exhibit 5.1

                            MORGAN, LEWIS & BOCKIUS LLP
                                1701 Market Street
                              Philadelphia, PA 19103


June 21, 2001



Penn National Gaming, Inc.
825 Berkshire Boulevard, Suite 200
Wyomissing, PA 19610

RE:      Penn National Gaming, Inc. Registration Statement on
         Form S-4 (Registration No. 333-62672)
         ----------------------------------------------------

Ladies and Gentlemen:

We have acted as counsel to Penn National Gaming, Inc., a Pennsylvania
corporation (the "Company"), and the Guarantors (as defined in the Indenture
referred to herein) in connection with the filing by the Company of the
referenced Registration Statement on Form S-4 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Act"), with the Securities
and Exchange Commission. The Registration Statement registers under the Act
the proposed issuance of up to $200,000,000 aggregate principal amount of the
Company's 11 1/8% Series B Senior Subordinated Notes due 2008 (the "Series B
Notes") in exchange for the Company's outstanding 11 1/8% Series A Senior
Subordinated Notes due 2008 (the "Series A Notes") and guarantees evidencing
the guarantors' joint and several guarantees of $200,000,000 aggregate
principal amount of the Series B Notes (the "Guarantees"). The Series B Notes
and related Guarantees are issuable, and the Series A Notes and related
Guarantees were issued, under an Indenture dated as of March 12, 2001 (the
"Indenture") among the Company, each of the Guarantors and State Street Bank
and Trust Company, as trustee (the "Trustee").

In rendering the opinion set forth below, we have reviewed (a) the
Registration Statement, (b) the Indenture, (c) the respective charters and
bylaws of the Company and the Guarantors as amended to date, (d) certain
records of the corporate proceedings of the Company and the Guarantors, and
(e) such records, documents, statutes and decisions as we have deemed
relevant. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals
and the conformity with the original of all documents submitted to us as
copies thereof.



Penn National Gaming, Inc.
June 21, 2001
Page 2


Our opinion set forth below is limited to the laws of the Commonwealth of
Pennsylvania and the laws of the State of New York. We have assumed for purposes
of this opinion that the Indenture was duly authorized, executed and delivered
by the Trustee, that the Indenture is a legal, valid and binding obligation of
the Trustee, and that the Trustee has the requisite organizational and legal
power and authority to perform its obligations under the Indenture.

Based upon the foregoing, and subject to the effectiveness of the
Registration Statement under the Act and the qualification of the Indenture
under the Trust Indenture Act of 1939, as amended, we are of the opinion that
when the Series B Notes are duly executed and delivered by duly authorized
officers of the Company and duly authenticated by the Trustee, all in
accordance with the terms of the Indenture, against surrender and
cancellation of an identical principal amount of Series A Notes, the Series B
Notes and related Guarantees will constitute valid and legally binding
obligations of the Company and the Guarantors, as applicable, enforceable
against the Company and the Guarantors in accordance with their respective
terms, except to the extent that enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent conveyances and transfers), reorganization, moratorium or other
similar laws relating to or affecting enforcement of creditors' rights
generally, or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).

We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and further consent to the reference to us under the
caption "Legal Matters" in the prospectus included in the Registration
Statement. In giving such opinion, we do not hereby admit that we are acting
within the category of persons whose consent is required under Section 7 of
the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.

The opinion expressed herein is solely for your benefit, and may be relied upon
only by you.

Very truly yours,


/s/ Morgan, Lewis & Bockius LLP