[PAUL, WEISS, RIFKIND, WHARTON & GARRISON LETTERHEAD]



                                February 12, 1998

Las Vegas Sands, Inc.
Venetian Casino Resort, LLC
Lido Intermediate Holding Company, LLC
Mall Intermediate Holding Company, LLC
Grand Canal Shops Mall Construction, LLC
3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

                       Registration Statement on Form S-4
                           Registration No. 333-42147
                       ----------------------------------

Dear Ladies and Gentlemen:

      In connection with the above captioned Registration Statement and the
amendments thereto on Form S-4 (the "Registration Statement") filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder (the
"Rules"), we have been requested to render our opinion as to the matters
hereinafter set forth.

      In this regard, we have reviewed copies of the Registration Statement. We
have also made such other investigations of fact and law and have examined the
originals, or copies authenticated to our satisfaction, of such documents,
records, certificates or other instruments as in our judgment are necessary or
appropriate to render the opinion expressed below.




                                                                               2

      The opinion set forth below is limited to the Internal Revenue Code of
1986, as amended, administrative rulings, judicial decisions, Treasury
regulations and other applicable authorities, all as in effect on the date
hereof. The statutory provisions, regulations, and interpretations upon which
our opinion is based are subject to change, and such changes could apply
retroactively. Any such change could affect the continuing validity of the
opinion set forth below. We assume no responsibility to advise you of any
subsequent changes in existing law or facts, nor do we assume any responsibility
to update this opinion with respect to any matters expressly set forth herein,
and no opinions are to be implied or may be inferred beyond the matters
expressly so stated.

      Based upon and subject to the foregoing, the discussion set forth in the
Registration Statement under the heading "Certain Federal Income Tax
Considerations" constitutes our opinion with respect to such matters.

      We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
reference to our name under the heading "Validity of the Notes." In giving this
consent, we do not hereby agree that we come within the category of persons
whose consent is required by the Act or the Rules.

                              Very truly yours,


                              /s/ Paul, Weiss, Rifkind, Wharton & Garrison
                              PAUL, WEISS, RIFKIND, WHARTON & GARRISON