[LOGO OF AUTOTOTE APPEARS HERE]

                                                                     Exhibit 5.1

                                            January 27, 1998


Autotote Corporation
750 Lexington Avenue
New York, New York  10022

Ladies and Gentlemen:

                  I am the  Vice  President  and  General  Counsel  of  Autotote
Corporation,  a Delaware corporation (the "Company"),  and have acted as counsel
to the Company in connection with its  Registration  Statement on Form S-8 filed
pursuant to the Securities Act of 1933, as amended, relating to the registration
of 2,000,000  additional  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  1995 Equity  Incentive  Plan (the  "Plan").  The total number of
shares of Common Stock issuable under the Plan is 4,000,000.

                  For purposes of the opinion  expressed in this letter,  I have
examined the Certificate of Incorporation and By-laws 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 myself 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 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