Exhibit 5.2

                         Milbank, Tweed, Hadley & McCloy
                             1 Chase Manhattan Plaza
                            New York, New York 10005


                                                                   May 7 , 1996

Alliance Gaming Corporation
4380 Boulder Highway
Las Vegas, Nevada 89121

     Re:  Alliance Gaming Corporation 7-1/2% Convertible
          Subordinated Debentures due 2003

Ladies and Gentlemen:

     We are acting as special counsel for Alliance Gaming Corporation, a Nevada
corporation ("Alliance"), in connection with the proposed exchange offer (the
"Exchange Offer") of up to $85,000,000 principal amount of Alliance's 7-1/2%
Convertible Subordinated Debentures due 2003 (the "New Convertible Debentures")
for a like principal amount of the issued and outstanding 7-1/2% Convertible
Subordinated Debentures due 2003 of Alliance (the "Old Convertible Debentures").
The New Convertible Debentures are to be issued pursuant to a Convertible
Debenture Indenture (the "Convertible Debenture Indenture"), proposed to be
entered into between Alliance and The Bank of New York, as trustee.  In
connection with the Exchange Offer, Alliance proposes to file a registration
statement on Form S-4 (the "Registration Statement") with the Securities and
Exchange Commission for the purpose of registering the New Convertible
Debentures under the Securities Act of 1933, as amended, for exchange pursuant
to the Exchange Offer.

     We have examined originals, or copies certified to our satisfaction, of
such corporate records of Alliance, certificates of public officials,
certificates of officers and representatives of Alliance and other documents as
we have deemed necessary as a basis for the opinions hereinafter expressed.  In
our examination we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies.  As to various
questions of fact material to such opinions we have, when relevant facts were
not independently established, relied upon certifications by officers of
Alliance and other appropriate persons and statements contained in the
Registration Statement.




     Based on the foregoing, and having regard to legal considerations which we
deem relevant, we are of the opinion that when the Convertible Debenture
Indenture is duly authorized, executed and delivered, and when the New
Convertible Debentures have been duly authorized, executed, authenticated and
issued in accordance with the terms of the New Convertible Debenture Indenture
and delivered against payment therefor in accordance with the terms of the
Exchange Offer, the New Convertible Debentures will constitute legal, valid and
binding obligations of Alliance, entitled to the benefits of, and subject to the
provisions of, the New Convertible Debenture Indenture, and except (a) as may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws of general applicability affecting the enforcement of creditors' rights,
and (b) that such enforceability may be limited by the application of general
principles of equity (regardless of whether considered in a proceeding in equity
or at law), including without limitation (i) the possible unavailability of
specific performance, injunctive relief or any other equitable remedies and 
(ii) concepts of materiality, reasonableness, good faith and fair dealing.

     We do not express any opinion as to matters governed by any laws other than
the laws of the State of New York and the Federal laws of the United States of
America.

     We hereby consent to the reference to us under the heading "Legal Matters"
in the Prospectus constituting a part of the Registration Statement and to the
filing of this opinion as Exhibit 5 to the Registration Statement.


                                                 Very truly yours,


                                                 Milbank, Tweed, Hadley & McCloy