February 23, 2000

GTECH Holdings Corporation
55 Technology Way
West Greenwich, RI 02817

Ladies and Gentlemen:

         This  opinion  is  furnished  in  connection  with the  filing by GTECH
Holdings Corporation (the "Corporation") of a Registration Statement on Form S-8
(the "Registration  Statement") registering under the Securities Act of 1933, as
amended, 2,040,000 shares of Common Stock, $0.01 par value (the "Common Stock"),
to be issued under the GTECH Holdings  Corporation 2000 Omnibus Stock Option and
Long-Term  Incentive Plan and the GTECH Holdings  Corporation 1999  Non-Employee
Directors' Stock Option Plan (the "Plans").

         As counsel for the Company,  we  participated in the preparation of the
Registration  Statement and have examined such other  certificates and documents
as we deemed necessary or appropriate for the purposes of this opinion.

         Based  upon the  foregoing,  we are of the  opinion  that the shares of
Common Stock being  registered by the  Registration  Statement,  when issued and
paid for as  contemplated by the Plans,  will be validly issued,  fully paid and
non-assessable.

         We hereby  consent to the  reference to our firm in and the use of this
opinion  in  connection  with  the  Registration  Statement  and all  amendments
thereto.  This  opinion may not be used for any other  purpose or relied upon by
any other person,  firm or corporation for any purpose without our prior written
consent.

                                                    Very truly yours,


                                                    EDWARDS & ANGELL, LLP

                                                    By:/s/ Edwards & Angell, LLP
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