Exhibit 5.1


   
                                               October  18, 1996
    



MTR Gaming Group, Inc.
1461 Glenneyre Street, Suite F
Laguna Beach, CA   92651

                  Re:      MTR Gaming Group, Inc.
                           Registration Statement on Form S-3
                           ----------------------------------

Ladies and Gentlemen:

                  You have  requested  our  opinion  with  respect to the public
offering and sale by certain selling  stockholders (the "Selling  Stockholders")
of MTR Gaming Group, Inc., a Delaware corporation (the "Company"), pursuant to a
Registration  Statement  on Form S-3  (the  "Registration  Statement")  of up to
5,833,016 shares of the Company's common stock, $.00001 par value per share (the
"Common  Stock") as described in the  Registration  Statement.  Of the 5,833,016
shares of Common Stock,  (i) 4,113,897  shares are  outstanding  and held by the
Selling Stockholders (the "Outstanding Common Shares"), (ii) 878,250 shares (the
"Warrant  Shares") are issuable  upon  exercise of certain  warrants held by the
Selling  Stockholders  (the  "Warrants"),  and (iii) 840,869 shares (the "Option
Shares") are issuable  upon the exercise of certain  options held by the Selling
Stockholders (the "Options").

                  In connection with this opinion we have examined the Company's
restated  Certificate of Incorporation,  as amended;  the Company's By-laws,  as
amended;  records of applicable  corporate  proceedings of the Company; and such
other  documents as we have deemed  necessary as a basis for the opinion  herein
expressed.  With respect to such  examination we have assumed the legal capacity
to  sign  and the  genuineness  of all  signatures  appearing  on all  documents
presented  to us as  originals,  and  the  conformity  to the  originals  of all
documents  presented to us as conformed or  reproduced  copies.  With respect to
factual matters relevant to such opinion,  we have relied,  without  independent
verification thereof, upon representations, oral and written, of appropriate


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executive  officers,  directors  and  responsible  employees  and  agents of the
Company.

                  Based upon the foregoing, and in reliance thereon, and subject
to the limitations and  qualifications  set forth herein,  we are of the opinion
that:

                  1.       The Outstanding Common Shares are legally and
                           validly issued, fully paid, and non-assessable.

                  2.       When issued and paid for in accordance with the
                           Warrants, the Warrant Shares will be legally and
                           validly issued, fully paid and non-assessable.

                  3.       When issued and paid for in accordance with the
                           Options, the Option Shares will be legally and
                           validly issued, fully paid and non-assessable.

                  We  consent  to  the  use  of our  name  in  the  Registration
Statement and the related  Prospectus under the caption "Legal Matters",  and we
consent  to the  filing  of  this  opinion  as an  Exhibit  to the  Registration
Statement.


                                                     Very truly yours,


                                                     /s/ROSS & HARDIES
                                                     ROSS & HARDIES

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