EXHIBIT 5.1

                                          July 23, 2004

LEUCADIA NATIONAL CORPORATION
315 Park Avenue South
New York, New York 10010

Ladies and Gentlemen:

    We have acted as counsel to Leucadia National Corporation, a New York
corporation (the 'Company'), in connection with the preparation and filing with
the Securities and Exchange Commission of the Company's Registration Statement
on Form S-3 (as amended, the 'Registration Statement'), under the Securities Act
of 1933, as amended, relating to 400,000 common shares, par value $1.00 per
share, of the Company (the 'Common Shares') issuable upon exercise of warrants
to purchase common shares (the 'Warrants') to be sold by the selling shareholder
listed in the Prospectus that forms a part of the Registration Statement, as
such Prospectus may be amended or supplemented from time to time.

    In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Registration Statement and such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
the Company, and have made such inquiries of such officers and representatives,
as we have deemed relevant and necessary as a basis for the opinion hereinafter
set forth.

    In such examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company.

    Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that the Common Shares to be issued upon exercise of the
warrants have been duly authorized and, when issued upon exercise of the
warrants, will be validly issued, fully paid and non-assessable (except, where
applicable, as provided by Section 630 of the New York Business Corporation
Law).

    The opinions expressed herein are limited to the laws of the State of New
York and the federal laws of the United States and we express no opinion as to
the effect on the matters covered by this letter of the laws of any other
jurisdiction.

    We hereby consent to the use of this letter as an exhibit to the
Registration Statement and to the reference to our name under the caption 'Legal
Matters' in the prospectus which is a part of the Registration Statement.

                                          Very truly yours,

                                          /s/ Weil, Gotshal & Manges LLP