Exhibit 5

                              MAYER, BROWN & PLATT
                                  1675 Broadway
                            New York, New York 10019


                            ___________________, 1999


  Peninsula Gaming Company, LLC
  3rd Street Ice Harbor
  P.O. Box 1750
  Dubuque, Iowa 52004-1683

       Re:  Registration Statement on Form S-4 Relating to
            Senior B 12 1/4 SEnior Secured Notes due 2006,


  Ladies and Gentlemen:

       We have acted as counsel to Peninsula Gaming Company, LLC, a Delaware
  limited liability company and Peninsula Gaming Corp., a Delaware corporation
  (collectively, the "Company"), in connection with the preparation and filing
  with the Securities and Exchange Commission under the Securities Act of 1933,
  as amended, of a registration statement on Form S-4 (the "Registration
  Statement") relating to the Company's Series B 12 1/4 Senior Secured Notes due
  2006. The New Notes will be offered in exchange for any and all of the
  Company's outstanding Series A 12 1/4 Senior Secured Notes due 2006 (the "Old
  Notes"). The Old Notes were issued, and the New Notes will be issued, under an
  indenture, dated as of July 15, 1999 (the "Indenture"), among the Company and
  Firstar Bank, N.A. (formerly known as Firstar Bank of Minnesota, N.A.), as
  trustee.

       In rendering the opinions set forth below, we have examined and relied
  upon such documents, corporate records, certificates of public officials and
  certificates as to factual matters executed by officers of the Company as we
  have deemed necessary or appropriate. We have assumed the authenticity,
  accuracy and completeness of all documents, records and certificates submitted
  to us as originals, the conformity to the originals of all documents, records
  and certificates submitted to us as copies and the authenticity, accuracy and
  completeness of the originals of all documents, records and certificates
  submitted to us as copies. We have also assumed the legal capacity and
  genuineness of the signatures of persons signing all documents in connection
  with the opinions set forth below. We express no opinion as to, or the effect
  or applicability of, any laws other than the laws of the State of New York and
  the Federal laws of the United States of America. We assume no responsibility
  with respect to the application to the subject transactions, or the effect
  thereon, of the laws of any other jurisdiction.

        Based upon the foregoing, we are of the opinion that the New Notes have
  been duly authorized for issuance by the Company and,upon the due execution,
  authentication, issuance and delivery thereof in accordance with the terms of
  the Indenture, the New Notes will constitute valid and legally binding
  obligations of the Company, subject to applicable bankruptcy, insolvency,
  reorganization, moratorium and other laws affecting the enforceability of
  creditors' rights generally and to court decisions with respect thereto and to
  general principles of equity (regardless of whether such enforceability is
  considered in a proceeding in equity or at law).

       This opinion is being rendered only to you for your exclusive benefit and
  is intended to be relied upon by you in connection with the exchange offer
  pursuant to the Registration Statement. This opinion is not to be quoted in
  whole or in part or otherwise referred to, nor is it to be filed with any
  governmental agency or any other person, firm or entity without our prior
  written consent. This opinion may





  not be used for any other purpose, or relied on by any other person, firm or
  entity for any purpose, without our prior written consent. Notwithstanding the
  foregoing, we hereby consent to the filing of this opinion as an exhibit to
  the Registration Statement and to the reference to this firm under the caption
  "Legal Matters" in the Registration Statement.


                                Very truly yours,


                                Mayer, Brown & Platt