EXHIBIT
5.1
Scientific
Games Corporation
750
Lexington Avenue, 25th Floor
New
York, New York 10022
May
11,
2006
Scientific
Games Corporation
750
Lexington Avenue, 25th Floor
New
York,
New York 10022
Ladies
and Gentlemen:
I
am
Senior Vice President and Secretary 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-8 (the “Registration
Statement”) filed pursuant to the Securities Act of 1933, as amended (the
“Securities Act”), relating to the registration of 2,637,500 shares (the
“Shares”) of the Company’s Class A Common Stock, par value $0.01 per share (the
“Common Stock”), which may be issued pursuant to the Company’s 2003 Incentive
Compensation Plan, as amended and restated in June 2005 (as the same may be
further amended from time to time, the “Incentive Compensation Plan”) and the
Company’s 2005 Inducement Stock Option Agreement Grants for each of Michael
Chambrello and Steven Beason (collectively with the Incentive Compensation
Plan,
the “Plans”).
For
purposes of the opinion expressed in this letter, I have examined copies of
the
Registration Statement, the Plans, the Certificate of Incorporation and Bylaws
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 opinion. 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 have been duly authorized and,
upon the issuance thereof and payment therefor in accordance with the terms
of
the Plans, will be legally issued, fully paid and nonassessable.
I
own
22,540 shares of Common Stock, 32,504 shares of deferred stock and options
to
purchase 265,834 shares of Common Stock.
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