Exhibit 5.1



                                 April 25, 2003


GTECH Holdings Corporation
55 Technology Way
West Greenwich, Rhode Island 02817


Ladies and Gentlemen:

         We have acted as special counsel to GTECH Holdings Corporation, a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-4 (the "Registration Statement") to be filed by GTECH
Holdings Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission on April 25, 2003. The Registration Statement
relates to the registration under the Securities Act of 1933, as amended, of
1,088,668 shares of common stock, par value $0.01 per share, of the Company (the
"Common Stock"), pursuant to the Amended and Restated Agreement and Plan of
Merger (the "Merger Agreement") dated as of March 17, 2003 among the Company,
certain of its subsidiaries and Interlott Technologies, Inc., a Delaware
corporation.

         This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.

         In connection with rendering this opinion, we have examined the
following documents and records:

         (1)      The Certificate of Incorporation of the Company, as amended to
                  date;

         (2)      The By-Laws of the Company, as amended to date;

         (3)      The Merger Agreement;

         (4)      The Registration Statement, including the proxy
                  statement/prospectus which forms a part of the Registration
                  Statement; and

         (5)      All corporate minutes and proceedings of the Company relating
                  to the issuance of the Common Stock being registered under the
                  Registration Statement.

         We have also made such inquiries and examined, among other things, such
further documents, records and proceedings as we have deemed pertinent in
connection with the issuance of said Common Stock. In our examination, we have
assumed the genuineness of all signatures, the legal capacity of all natural
persons, the completeness and authenticity of all


documents submitted to us as originals, and the conformity to the originals of
all documents submitted to us as certified, photostatic or conformed copies, and
the validity of all laws and regulations.

         We are qualified to practice law in the State of Rhode Island and do
not purport to express any opinion herein concerning any law other than the laws
of the State of Rhode Island, the General Corporation Law of the State of
Delaware and the federal law of the United States.

         Based upon the foregoing, and subject to the qualifications,
limitations, assumptions and exceptions set forth herein, it is our opinion that
the shares of Common Stock being registered by the Registration Statement, when
issued or delivered in accordance with the terms and conditions of the Merger
Agreement upon consummation of the merger to which it relates, will be validly
issued, fully paid and nonassessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the proxy statement/prospectus
which is a part of the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations promulgated
thereunder.

                                                   Very truly yours,



                                                   Edwards & Angell, LLP