EXHIBIT 5.1

                   [Letterhead of Morgan Lewis & Bockius LLP]



July 10, 2001

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

Ladies and Gentlemen:

We have acted as counsel for Penn National Gaming, Inc., a Pennsylvania
corporation (the "Company"), and its subsidiaries (the "Subsidiaries"), in
connection with the Registration Statement on Form S-3, File No. 333-63780 (the
"Registration Statement") for the registration under the Securities Act of 1933,
as amended (the "Act"), of up to $300,000,000 aggregate offering price of
securities (the "Securities") consisting of (i) one or more series of debt
securities of the Company (the "Debt Securities") which may be guaranteed by one
or more Subsidiaries (the "Guarantees"), (ii) shares of Common Stock, par value
$.01 per share, of the Company (the "Common Stock"), (iii) shares of Preferred
Stock, par value $.01 per share, of the Company (the "Preferred Stock"), and
(iv) the Guarantees. We also have examined the form of indenture relating to the
Debt Securities which is filed as an exhibit to the Registration Statement (the
"Indenture").

In our capacity of counsel for the Company and the Subsidiaries in connection
with the Registration Statement, we are familiar with the proceedings taken and
proposed to be taken by the Company with the Subsidiaries, as the case may be,
in connection with the authorization and issuance of the Securities and for the
purpose of this opinion, have assumed such proceedings will be timely completed
in the manner presently proposed and that the terms of each issuance has
otherwise complied, or will otherwise be in compliance, as the case may be, with
applicable law. In addition, we have made such legal and factual examinations
and inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and instruments, as we have deemed necessary or appropriate for the purpose of
this opinion.

We are opining herein as to the effect on the subject transactions only of the
Business Corporation Law of the Commonwealth of Pennsylvania and the internal
laws of the State of New York, as applicable, and we express no opinion with
respect to the




applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or as to any matters of municipal law or the laws of any other
local agencies within any state. We have assumed that to the extent any of the
Securities, or agreements and undertakings of the Company or the Subsidiaries in
furtherance of the Securities contain provisions which require compliance with
laws other than the Business Corporation Law of the Commonwealth of Pennsylvania
or the internal laws of the State of New York, such compliance has occurred or
will occur. We express no opinion herein concerning any gaming, race, wagering
or lottery law, regulation, interpretation or matter of any jurisdiction
(including the jurisdictions specified in the preceding sentence).

In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies. In
addition, we have been furnished with, and have relied upon, certificates of
officers of the Company and the Subsidiaries with respect to certain factual
matters. We have also obtained and relied upon certificates and assurances from
public officials as we have deemed necessary.

Subject to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof:

     1. The shares of Common Stock that may be sold from time to time by certain
selling shareholders, as contemplated by the Registration Statement, are or will
be duly authorized, validly issued, fully paid and nonassessable.

     2. Upon due authorization by the Company Board of a designated number of
shares of Common Stock for issuance at a price to be set by the Company Board
(including any Common Stock to be issued upon conversion of Debt Securities or
Preferred Stock) and assuming that the Company has authorized but unissued
shares of Common Stock remaining under its Amended and Restated Articles of
Incorporation, as amended, the Common Stock to be offered and sold by the
Company under the Registration Statement will be duly authorized, and upon
issuance, and delivery of and payment therefor in the manner contemplated by the
Registration Statement, will be validly issued, fully paid and nonassessable.

     3. Upon due authorization by the Company Board of a designated number of
shares of Preferred Stock for issuance at a price to be set by the Company Board
(including any Preferred Stock to be issued upon conversion of Debt Securities)
and assuming that the Company has authorized but unissued shares of Preferred
Stock remaining under its Amended and Restated Articles of Incorporation, as
amended, the Preferred Stock to be offered and sold by the Company under the
Registration Statement will be duly authorized, and upon issuance, and delivery
of and payment therefor in the manner contemplated by the Registration
Statement, will be validly issued, fully paid and nonassessable.

     4. Upon: (i) establishment by the Board of Directors of the Company (the
"Company Board") of the terms, conditions and provisions of any Debt Securities,
and (ii) due

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authorization by the Company Board of such Debt Securities for the issuance at a
price to be set by the Company Board, the Debt Securities will be duly
authorized by the Company; and when the Debt Securities have been duly
established by the Indenture, duly authenticated by the Trustee (as defined in
the Indenture) and duly executed and delivered on behalf of the Company against
payment therefor in accordance with the terms and provisions of the Indenture
and as contemplated by the Registration Statement, the Debt Securities will be
validly issued and will constitute valid, binding and enforceable obligations of
the Company.

     5. Upon: (i) establishment by the Board of Directors of the Subsidiaries
(the "Subsidiary Boards") of the terms, conditions and provisions of any
Guarantees to be issued by such Subsidiaries, and (ii) due authorization by the
Subsidiary Boards, the Guarantees will be duly authorized by the applicable
Subsidiaries; and when the Guarantees have been duly established by the
Indenture and the Debt Securities to be guaranteed by the Guarantees have been
duly authenticated by the Trustee and duly executed and delivered by the Company
against payment therefor in accordance with the terms and provisions of the
Indenture and as contemplated by the Registration Statement, the Guarantees will
be validly issued and will constitute valid, binding and enforceable obligations
of the Subsidiaries which are parties to the Guarantees.

The opinions expressed in paragraphs 4 and 5 above are subject to the following
exceptions, limitations and qualifications: (i) the effect of Bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting the rights and remedies
of creditors; (ii) the effect of general principles of equity regardless of
whether enforcement is considered in a proceeding in equity or at law, and the
discretion of the court before which any proceeding therefor may be brought;
(iii) the unenforceability under certain circumstances under law or court
decisions of provisions providing for the indemnification of, or contribution
to, a party with respect to a liability where such indemnification or
contribution is contrary to public policy; (iv) we express no opinion concerning
the enforceability of any waiver of rights or defenses with respect to stay,
extension or usury laws; and (v) we express no opinion with respect to whether
acceleration of Debt Securities may affect the collectibility of any portion of
the stated principal amount thereof which might be determined to constitute
unearned interest thereon.

To the extent that the obligations of the Company under the Indenture or the
obligations of Subsidiaries under any Guarantees may be dependent upon such
matters, we assume for purposes of this opinion that the Trustee will be duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that the Trustee will be duly qualified to engage
in the activities contemplated by the Indenture; that the Indenture will be duly
authorized, executed and delivered by the Trustee and will constitute the
legally valid, binding and enforceable obligation of the Trustee enforceable
against the Trustee in accordance with its terms; that the Trustee will be in
compliance generally, with respect to acting as a trustee under the Indenture,
with all applicable laws

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and regulations; and that the Trustee will have the requisite organizational and
legal power and authority to perform its obligations under the Indenture.

We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the prospectus included therein. 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.


Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

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