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EXHIBIT 5.1
PARK PLACE ENTERTAINMENT CORPORATION
3930 HOWARD HUGHES PARKWAY
LAS VEGAS, NEVADA 89109
(702) 699-5000
June 15, 2000
Park Place Entertainment Corporation
3930 Howard Hughes Parkway
Las Vegas, Nevada 89109
Re: Registration Statement on Form S-8
535,000 Shares of Common Stock, par value $0.01 per share
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Ladies and Gentlemen:
I am Executive Vice President - Law & Corporate Affairs and Secretary of
Park Place Entertainment Corporation (the "Company"). At your request, I have
examined the Post-Effective Amendment No. 1 to the Form S-8 Registration
Statement (the "Registration Statement") to be filed with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of 535,000 shares of Common Stock, par value $0.01 per
share (the "Shares") of the Company, issuable pursuant to the Company's 1998
Independent Director Stock Option Plan, as amended (the "Plan").
I am familiar with the proceedings undertaken in connection with the
authorization and issuance of the Shares under the Plan. Additionally, I have
examined such questions of law and fact as I have considered necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized, and upon the issuance of the Shares under the terms of the Plan
and delivery and payment therefor of legal consideration at least equal to the
aggregate par value of the Shares issued, such Shares will be validly issued,
fully paid and nonassessable.
I consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ CLIVE S. CUMMIS
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Clive S. Cummis
Executive Vice President - Law &
Corporate Affairs and Secretary
