Exhibit 5.1


                         [Letterhead of Bryan Cave LLP]



July 8, 2005



GSC Holdings Corp.
c/o GameStop Corp.
625 Westport Parkway
Grapevine, Texas 76051

Re:   Registration Statement on Form S-4


Ladies and Gentlemen:

We have acted as counsel to GSC Holdings Corp., a Delaware corporation (the
"Company") and wholly-owned subsidiary of GameStop, Inc., a Minnesota
corporation ("GameStop, Inc."), in connection with the Registration Statement on
Form S-4 (the "Registration Statement"), filed by the Company under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
proposed issuance by the Company of up to 53,926,126 shares of Class A common
stock, par value $0.001 per share (the "Class A Shares"), and up to 29,901,662
shares of Class B common stock, par value $0.001 per share (the "Class B Shares"
and, together with the Class A Shares, the "Shares"), pursuant to the Agreement
and Plan of Merger, dated as of April 17, 2005 (the "Merger Agreement"), by and
among GameStop Corp., a Delaware corporation ("GameStop"), GameStop, Inc., the
Company, Cowboy Subsidiary LLC, a Delaware limited liability company and
wholly-owned subsidiary of the Company ("GameStop Merger Sub"), Eagle Subsidiary
LLC, a Delaware limited liability company and wholly-owned subsidiary of the
Company ("EB Merger Sub" and, together with GameStop Merger Sub, the "Merger
Subs") and Electronics Boutique Holdings Corp., a Delaware corporation ("EB"),
whereby (i) GameStop Merger Sub shall be merged with and into GameStop (the
"GameStop Merger") and (ii) EB Merger Sub shall be merged with and into EB (the
"EB Merger" and, together with the GameStop Merger, the "Mergers"), with
GameStop and EB surviving the Mergers as wholly-owned subsidiaries of the
Company.

In connection herewith, we have examined (i) the Merger Agreement; (ii) the
Amended and Restated Certificate of Incorporation of the Company; (iii) the
Amended and Restated By-Laws of the Company; and (iv) the form of stock
certificate representing the Class A Shares and the form of stock certificate
representing the Class B Shares ((i), (ii), (iii) and (iv) collectively, the
"Transaction Documents").

We have also examined originals or copies, certified or otherwise identified to
our satisfaction, of such other corporate records, agreements and instruments of
the Company,

certificates of public officials and officers of the Company, and such other
documents, records and instruments, and we have made such legal and factual
inquiries, as we have deemed necessary or appropriate as a basis for us to
render the opinions hereinafter expressed. In our examination of the Transaction
Documents and the foregoing, we have assumed the genuineness of all signatures,
the legal competence and capacity of natural persons, the authenticity of
documents submitted to us as originals and the conformity with authentic
original documents of all documents submitted to us as copies. When relevant
facts were not independently established, we have relied without independent
investigation as to matters of fact upon statements of governmental officials
and upon representations made in or pursuant to the Merger Agreement and
certificates and statements of appropriate representatives of the Company.

Based upon the foregoing and in reliance thereon, and subject to the
assumptions, comments, qualifications, limitations and exceptions set forth
herein, we are of the opinion that upon issuance of the Shares in accordance
with the Merger Agreement at the effective time of the Mergers, the Shares will
be validly issued, fully paid and non-assessable.

We do not express any opinion herein concerning any law other than the General
Corporation Law of the State of Delaware and the Federal laws of the United
States of America.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Joint Proxy Statement-Prospectus included in the Registration
Statement. In giving the foregoing consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.



                                      Very truly yours,


                                      /s/ Bryan Cave LLP

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