EXHIBIT 5.1


                   [LOGO OF SCIENTIFIC GAMES APPEARS HERE]


                                December 9, 2002


Scientific Games Corporation
750 Lexington Avenue, 25th Floor
New York, New York  10022

Ladies and Gentlemen:

      I am the Vice President and General Counsel of Scientific Games
Corporation, a Delaware corporation (the "Company"), and have acted as counsel
to the Company in connection with its Registration Statement on Form S-8 (the
"Registration Statement") filed pursuant to the Securities Act of 1933, as
amended, relating to the registration of 3,800,000 shares (the "Shares") of the
Company's Class A Common Stock, par value $.01 per share (the "Common Stock"),
which may be issued under the Company's 1997 Incentive Compensation Plan (the
"Plan"). The total number of shares of Common Stock issuable under the Plan is
5,400,000.

      For purposes of the opinion expressed in this letter, I have examined
copies of the Registration Statement, the Plan, the Certificate of Incorporation
and Bylaws of the Company, records of the corporate proceedings of the Company
and such other documents and records of the Company as I have deemed necessary
or appropriate as a basis for such opinion. In making my examination, I have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals and the
conformity to the originals of all documents submitted to me as photostatic or
conformed copies.

      I am a member of the Bar of the State of New York and, for purposes of the
opinion expressed in this letter, do not hold my self out as expert on, nor am I
in rendering the opinion expressed herein passing on, the laws of any
jurisdiction other than the federal laws of the United States, the laws of the
State of New York and the General Corporation Law of the State of Delaware.

      Based on the foregoing, and having regard to such legal considerations as
I have deemed relevant, I am of the opinion that the Shares have been duly
authorized and, upon the issuance thereof and payment therefor in accordance
with the terms of the Plan, will be legally issued, fully paid and
nonassessable.

      I own 56,701 shares of Common Stock, 17,219 shares of deferred stock and
options to purchase 367,000 shares of Common Stock.

      I hereby consent to the inclusion of this letter as an exhibit to the
Registration Statement. In giving such consent we do not thereby concede that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations promulgated thereunder.

                                    Very truly yours,

                                    /s/ Martin E. Schloss

                                    Martin E. Schloss