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EX-5
June 22, 2000
Harrah's Entertainment, Inc.
5100 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89146
RE: Common Stock, Par Value $0.10 Per Share of
Harrah's Entertainment, Inc. (the "Company")
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Gentlemen:
I am General Counsel of the Company. At your request, I have examined
the Form S-8 Registration Statement (the "Registration Statement") that you
intend to file with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended, of 1,800,000
additional shares of Common Stock, par value $0.10 per share (the "Shares"),
issuable pursuant to the Company's 1990 Stock Option Plan, as amended (the
"Plan").
The Shares will be issued under the Plan in accordance with the terms
of said Plan. I am familiar with the proceedings undertaken in connection with
the authorization and issuance of the Shares in accordance with 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 Shares pursuant to the terms of the
Plan and delivery and payment therefor of consideration set forth in the
Delaware General Corporation Law 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 and to the reference to my name in the Registration Statement under
the heading "Interests of Named Experts and Counsel."
Very truly yours,
/s/ STEPHEN H. BRAMMELL
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Stephen H. Brammell
Senior Vice President, General Counsel
and Secretary
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