PARK PLACE ENTERTAINMENT CORPORATION
                             3930 HOWARD HUGHES PARKWAY
                              LAS VEGAS, NEVADA  89109
                                   (702) 699-5000



                                 December 21, 1998


Park Place Entertainment Corporation
3930 Howard Hughes Parkway
Las Vegas, Nevada  89109

          Re:  Registration Statement on Form S-8
               45,000,000 Shares of Common Stock, par value $0.01 per share
               ------------------------------------------------------------

Ladies and Gentlemen:

          I am Executive Vice President - Law & Corporate Affairs and 
Secretary of Park Place Entertainment Corporation (the "Company").  At your 
request, I have examined the Form S-8 Registration Statement (the 
"Registration Statement") which you intend to file with the Securities and 
Exchange Commission in connection with the registration under the Securities 
Act of 1933, as amended, of 45,000,000 shares of Common Stock, par value 
$0.01 per share (the "Shares") of the Company, issuable pursuant to the 
Company's 1998 Stock Incentive Plan (the "Plan").

          I am familiar with the proceedings undertaken in connection with 
the authorization and issuance of the Shares under the Plan.  Additionally, I 
have examined such questions of law and fact as I have considered necessary 
or appropriate for purposes of this opinion.

          Based upon the foregoing, I am of the opinion that the Shares have 
been duly authorized, and upon the issuance of the Shares under the terms of 
the Plan and delivery and payment therefor of legal consideration at least 
equal to the aggregate par value of the Shares issued, such Shares will be 
validly issued, fully paid and nonassessable.



Park Place Entertainment Corporation
Page 2



          I consent to your filing this opinion as an exhibit to the 
Registration Statement.

                                   Very truly yours,

                                   /s/ Clive S. Cummis

                                   Clive S. Cummis
                                   Executive Vice President - Law &
                                   Corporate Affairs and Secretary