Exhibit 5.1

                                December 5, 2001

Scientific Games Corporation
750 Lexington Avenue, 25th Floor
New York, New York 10022

Ladies and Gentlemen:

I am the Vice President and General Counsel of Scientific Games Corporation, a
Delaware corporation (the "Company"), and have acted as counsel to the Company
in connection with its Registration Statement on Form S-3 (the "Registration
Statement") filed pursuant to the Securities Act of 1933, as amended, relating
to the registration of 5,447,588 shares (the "Shares") of the Company's Class A
Common Stock, par value $0.01 per share.

For purposes of the opinion expressed in this letter, I have examined the
Certificate of Incorporation and By-laws of the Company, records of the
corporate proceedings of the Company and such other documents and records of the
Company as I have deemed necessary or appropriate as a basis for such opinions.
In making my examination, I have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to me as originals and the conformity to the originals of all documents
submitted to me as photostatic or conformed copies.

I am a member of the Bar of the State of New York and, for purposes of the
opinion expressed in this letter, do not hold myself out as expert on, nor am I
in rendering the opinion expressed herein passing on, the laws of any
jurisdiction other than the federal laws of the United States, the laws of the
State of New York and the General Corporation Law of the State of Delaware.

Based on the foregoing, and having regard to such legal considerations as I have
deemed relevant, I am of the opinion that the Shares covered by the Registration
Statement have been duly authorized and are (or, in the case of shares issuable
upon exercise of certain warrants referred to in the Registration Statement,
will be upon issuance in accordance with the terms thereof) legally issued,
fully paid and nonassessable.

I hereby consent to the inclusion of this letter as an exhibit to the
Registration Statement. In giving such consent I do not thereby concede that I
am within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations promulgated thereunder.

                                          Very truly yours,


                                          /s/ Martin E. Schloss
                                          ----------------------------------
                                          Martin E. Schloss
                                          Vice President and General Counsel