Exhibit 5

                            [Winston & Strawn Letterhead]


                                  July __, 1997


Argosy Gaming Company
219 Piasa Street
Alton, Illinois 62002

         Re:      Registration Statement on Form S-4
                  of Argosy Gaming Company and the
                  Guarantors (as defined below)
                  ----------------------------------
Ladies and Gentlemen:

         We have acted as special counsel to Argosy Gaming Company, a Delaware
corporation (the "Company"), and certain of its subsidiaries (the "Guarantors")
in connection with the preparation of the Registration Statement on Form S-4
(the "Registration Statement") filed on behalf of the Company and the Guarantors
with the Securities and Exchange Commission (the "Commission") relating to the
registration of $200,000,000 aggregate principal amount of the Company's 10-3/4%
Senior Subordinated Notes due 2009 (the "New Notes") and the Guarantees (as
hereinafter defined) thereof by the Guarantors, which are to be offered in
exchange for an equivalent principal amount of the Company's currently
outstanding 10-3/4% Senior Subordinated Notes due 2009 (the "Old Notes"), all as
more fully described in the Registration Statement. The New Notes will be issued
under the Company's Indenture dated as of June 8, 1999 (the "Indenture") between
the Company, the Guarantors and Bank One Trust Company, NA, as trustee.
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the prospectus (the "Prospectus") contained in the
Registration Statement.

         This opinion letter is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Securities Act").

         In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement, in the form filed with the Commission and as
amended through the date hereof; (ii) the Certificates of Incorporation of the
Company and each of the Guarantors, as currently in effect; (iii) the By-laws of
the Company and each of the Guarantors, as currently in effect; (iv) the
Indenture; (v) the form of the New Notes; and (vi) resolutions of the Boards of
Directors of the Company and each of the Guarantors relating to, among other
things, the issuance and exchange of the New Notes for the Old Notes, the
issuance of the Guarantees and the filing of the Registration




Statement. We also have examined such other documents as we have deemed
necessary or appropriate as a basis for the opinions set forth below.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to certain facts
material to this opinion, we have relied without independent verification upon
oral or written statements and representations of officers and other
representatives of the Company, the Guarantors and others.

         Based upon and subject to the foregoing, we are of the opinion that:

         1. The issuance and exchange of the New Notes for the Old Notes and the
issuance of the Guarantees have been duly authorized by requisite corporate
action on the part of the Company and the Guarantors, respectively.

         2. The New Notes and the Guarantees will be valid and binding
obligations of the Company and the Guarantors, respectively, entitled to the
benefits of the Indenture and enforceable against the Company and the
Guarantors, respectively, in accordance with their terms, except to the extent
that the enforceability thereof may be limited by (x) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and (y) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity) when (i) the Registration Statement, as finally
amended (including all necessary post-effective amendments), shall have become
effective under the Securities Act; (ii) the New Notes are duly executed and
authenticated in accordance with the provisions of the Indenture; and (iii) the
New Notes shall have been issued and delivered in exchange for the Old Notes
pursuant to the terms set forth in the Prospectus.

         The foregoing opinions are limited to the laws of the United States,
the State of New York and the General Corporation Law of the State of Delaware.
We express no opinion as to the application of the securities or blue sky laws
of the various states to the issuance or exchange of the New Notes.

         We hereby consent to the reference to our firm under the headings
"Legal Matters" in the Prospectus and to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In giving such consent,
we do not concede that we are experts within the meaning of the Securities Act
or the rules and regulations thereunder or that this consent is required by
Section 7 of the Securities Act.

                                             Very truly yours,


                                              /s/ Winston & Strawn