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
               5,000,000 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 5,000,000 shares of Common Stock, par value $0.01 per share (the 
"Shares") of the Company, issuable pursuant to the Company's Employee Stock 
Purchase 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