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                                                                     EXHIBIT 5.1
 
                                                                 October 7, 1997
 
Alliance Gaming Corporation
6601 South Bermuda Road
Las Vegas, NV 89119
 
                       Re: Offer to Exchange $150,000,000 10% Senior
                          Subordinated Notes Due 2007, Series B for
                          $150,000,000 10% Senior Subordinated Notes Due
                          2007, Series A
 
Ladies and Gentlemen:
 
     We are acting as special counsel for Alliance Gaming Corporation, a Nevada
corporation (the "Company") in connection with the filing by the Company of a
Registration Statement on Form S-4 (the "Registration Statement") with the
Securities and Exchange Commission for the purpose of registering the issuance
of up to $150,000,000 aggregate principal amount of the Company's 10% Senior
Subordinated Notes Due 2007, Series B (the "Exchange Notes") and the guarantees
thereof (the "Guarantees") under the Securities Act of 1933, as amended (the
"Act"). The Exchange Notes are to be issued in exchange for an equal aggregate
principal amount of the Company's 10% Senior Subordinated Notes Due 2007, Series
A (the "Existing Notes") and the guarantees thereof pursuant to the Registration
Rights Agreement among the Company, the Guarantors named therein and Credit
Suisse First Boston Corporation, filed as an exhibit to the Registration
Statement. The Exchange Notes and the Guarantees are to be issued pursuant to
the terms of the Indenture among the Company, the Guarantors named therein and
United States Trust Company of New York, as trustee (the "Trustee"), filed as an
exhibit to the Registration Statement. The Indenture is to be qualified under
the Trust Indenture Act of 1939, as amended (the "TIA"). Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the
Indenture.
 
     In rendering the opinions expressed below, we have examined originals of
such corporate records of the Company and its subsidiaries and such other
documents as we have deemed necessary as a basis for the opinions expressed
below. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity with authentic original documents of all documents submitted to us as
copies. When relevant facts were not independently established, we have relied
upon statements of governmental officials and upon representations by and
statements of appropriate representatives of the Company and its subsidiaries.
 
     In rendering the opinions expressed below, we have assumed with respect to
all of the documents referred to in this opinion letter, including the
Indenture, that (i) such documents have been duly authorized by, have been duly
executed and delivered by, and constitute legal, valid, binding and enforceable
obligations of, all of the parties to such documents; (ii) all signatories to
such documents have been duly authorized; and (iii) all of the parties to such
documents are duly organized and validly existing and have the power and
authority (corporate or other) to execute, deliver and perform such documents.
 
     Based upon and subject to the foregoing and subject also to the comments
and qualifications set forth below, and having considered such questions of law
as we have deemed necessary as a basis for the opinions expressed below, we are
of the opinion that:
 
          1. When (i) the Registration Statement has been declared effective,
     (ii) the Indenture has been duly qualified under the TIA, (iii) the
     Exchange Notes have been duly executed by the Company and (iv) the Exchange
     Notes have been duly authenticated by the Trustee in accordance with the
     terms of the Indenture and issued and delivered against exchange of the
     Existing Notes in accordance with the terms set forth in the prospectus
     included as part of the Registration Statement, the Exchange Notes will be
     valid and binding obligations of the Company, subject to bankruptcy,
     insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent
     transfer and similar laws affecting creditors' rights and remedies
     generally and general principles of equity.
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          2. When (i) the Registration Statement has been declared effective,
     (ii) the Indenture has been duly qualified under the TIA, (iii) the
     Exchange Notes have been duly executed by the Company, (iv) the Guarantees
     have been duly executed and (v) the Exchange Notes have been duly
     authenticated by the Trustee in accordance with the terms of the Indenture
     and issued and delivered against exchange of the Existing Notes in
     accordance with the terms set forth in the prospectus included as part of
     the Registration Statement, the Guarantees will be valid and binding
     obligations, subject to bankruptcy, insolvency, reorganization, moratorium,
     fraudulent conveyance, fraudulent transfer and similar laws affecting
     creditors' rights and remedies generally and general principles of equity.
 
     This opinion is rendered to the Company in connection with the filing of
the Registration Statement and for no other purpose. We express no opinion as to
the laws of any jurisdiction other than the federal laws of the United States
and laws of the State of New York.
 
     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus which is included in the Registration Statement.
 
     In our opinion, the discussions under the caption "Certain Federal Income
Tax Considerations" in the prospectus included as part of the Registration
Statement are correct in all material respects.
 
                                          Very truly yours,
 
                                          /s/ Milbank, Tweed, Hadley & McCloy
 
MLW/RSR