EXHIBIT 5.1

                                  [LETTERHEAD]



                              January 7, 1999


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

     Re:  Registration Statement on Form S-8
          4,392,424 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 4,392,424 shares of Common Stock, par value $0.01 per 
share (the "Shares") of the Company, issuable pursuant to the Grand Casinos, 
Inc. 1991 Stock Option and Compensation Plan, as amended (the "Option 
Agreement").  

     I am familiar with the proceedings undertaken in connection with the 
authorization and issuance of the Shares.  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 
Option Agreement 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