(212) 782-0700

                                                                   June 19, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

        Re:  Form S-1 Registration Statement of WHG Resorts & Casinos Inc.

Dear Sir or Madam:

        We have  acted as  counsel  to WHG  Resorts & Casinos  Inc.,  a Delaware
corporation (the  "Company"),  in connection with the filing with the Securities
and  Exchange   Commission  of  a  registration   statement  on  Form  S-1  (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended,  on
behalf of certain  stockholders of the Company,  relating to 1,729,425 shares of
the  Company's  voting common  stock,  par value $.01 per share (the  "Shares"),
owned by such stockholders.

        In connection with this opinion,  we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction,  of:
(i) the  Registration  Statement;  (ii) the Amended and Restated  Certificate of
Incorporation  of the  Company;  (iii) the Amended and  Restated  By-Laws of the
Company;  and  (iv)  such  other  documents  as  we  have  deemed  necessary  or
appropriate as a basis for the opinion set forth below. In our  examination,  we
have  assumed  the  genuineness  of all  signatures,  the legal  capacity of all
natural persons, the authenticity of all documents submitted to us as originals,
the  conformity to the original  documents of all  documents  submitted to us as
certified or photostatic  copies and the  authenticity  of the originals of such
latter  documents.  As to any facts  material  to this  opinion  that we did not
independently   establish  or  verify,   we  have  relied  upon  statements  and
representations of officers and other representatives of the Company and others.

        Based upon and subject to the foregoing,  we are of the opinion that the
Shares  have  been  duly  authorized  and are  validly  issued,  fully  paid and
nonassessable.








Securities and Exchange Commission        - 2 -                    June 19, 1997


        We hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration  Statement and we further consent to the reference made to us under
the  caption  "Legal  Matters"  in the  Prospectus  which  forms  a part  of the
Registration Statement.

        The law  covered  by the  opinion  expressed  herein is  limited  to the
corporate laws of the State of Delaware.

                                                     Very truly yours,

                                                     SHACK & SIEGEL, P.C.

                                                     By:  /s/ Pamela E. Flaherty
                                                        ________________________
                                                              Pamela E. Flaherty