July 1, 2005

Riviera Holdings Corporation
2901 Las Vegas Boulevard South
Las Vegas, Nevada  89109

                     Re: Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as special Nevada counsel to Riviera Holdings
Corporation, a Nevada corporation (the "Company"), in connection with the
Company's filing of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), covering the registration of
up to 1,000,000 shares of the Company's common stock, par value $.001 per share
("Common Stock"), issuable upon the exercise of options granted under the
Company's 2005 Incentive Stock Option Plan (the "Incentive Plan") and the
registration of up to 150,000 shares of Common Stock (together with the
1,000,000 shares of Common Stock being registered under the Incentive Plan, the
"Shares") under the Company's 2005 Non-Qualified Stock Option Plan for
Non-Employee Directors (together with the Incentive Plan, the "Plans," and each
individually, a "Plan").

         This letter is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K, as promulgated by
the Commission.

         For the purpose of rendering our opinion set forth herein, we have
examined and relied on (i) a Secretary's Certificate, dated as of July 1, 2005
(the "Secretary's Certificate"), executed by the Secretary and General Counsel
of the Company; (ii) a Certificate of Existence with Status in Good Standing,
dated June 24, 2005, issued by the Secretary of State of the State of Nevada
(the "Secretary of State") with respect to the Company; (iii) the articles of
incorporation of the Company as certified by the Secretary of State as of June
24, 2005 and by the Secretary and General Counsel of the Company as of July 1,
2005; (iv) the bylaws of the Company and resolutions of the board of directors
and shareholders of the Company, all of which have been certified by the
Secretary and General Counsel of the Company as of July 1, 2005; (v) the
Registration Statement and the Plans, as furnished to us by the Company; and
(vi) such other records and documents of the Company as we
considered appropriate.


         We have assumed (A) the authenticity of any and all documents submitted
to us as originals; (B) the genuineness of all signatures on documents submitted
to us; (C) the legal capacity of natural persons executing all relevant
documents; (D) the accuracy and completeness of all corporate records provided
to us by the Company and all public records reviewed by us; (E) the veracity as
of the date of this letter of the certificates, records, documents and other
instruments furnished to us even though they may have been signed or issued on
an earlier date (although, with your permission, we have not independently
verified the statements made therein nor have we investigated the basis for the
representations contained therein); (F) the conformity to the originals of all
documents submitted to us as copies; and (G) no changes in applicable law
between the date of this letter and the date of the events that are the subject
of this letter.

         Based on our review and subject to the assumptions, qualifications and
limitations set forth herein, we are of the opinion that the Shares have been
duly authorized and if, as and when (i) the Registration Statement has become
effective under the Act and (ii) the Shares are issued in accordance with the
Registration Statement, as effective under the Act, and the applicable Plan upon
the due exercise of options and full payment for the shares in accordance with
such Plan, the Shares will be legally issued, fully paid and non-assessable.

         We are licensed to practice law in the State of Nevada and the opinion
set forth herein is expressly limited to the laws of the State of Nevada. No
opinion is given or implied regarding federal law or the laws of any
jurisdiction other than the State of Nevada as currently in effect.

         This letter is being delivered to the Company in connection with the
Company's filing of the Registration Statement with the Commission and may not
be used or relied upon for any other purpose.

         We consent to the filing of this letter as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated under the Act.

         Our opinion herein is rendered as of the date of this letter and we
disclaim any obligation to advise you of facts, circumstances, events or
developments that hereafter may come to our attention and that may alter,
affect or modify such opinion. Our opinion is expressly limited to the matters
set forth above and we render no opinion, whether by implication or otherwise,
as to any other matters relating to the Company, the Shares or the Plans.

                                                     Very truly yours,

                                                     /s/GORDON & SILVER, LTD.

                                                     GORDON & SILVER, LTD.