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                                                                    Exhibit 5.1

                         [DEWEY BALLANTINE LETTERHEAD]


                                             October 31, 1996

Doubletree Corporation
410 North 44th Street
Suite 700
Phoenix, Arizona 85008

Ladies and Gentlemen:

        We have acted as special counsel for Doubletree Corporation, a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-3 (File No. 333-13161), as amended (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), for the
purpose of registering under the Act the sale of up to 5,750,000 shares (the
"Shares") of the Company's common stock, par value $.01 per share, by the
Company.

        We have examined a copy of the Certificate of Incorporation of the
Company as certified by the Department of State of the State of Delaware and
copies of resolutions adopted by the Board of Directors of the Company and the
Pricing Committee thereof and such other documents as we have deemed relevant
to expressing the opinions contained herein. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
presented to us as originals, the conformity to the originals of all documents
presented to us as copies, and the authenticity of the originals of such latter
documents.

        Based upon the foregoing, we are of the opinion that, when the
Registration Statement becomes effective under the Act and the Shares are sold
by the Company as provided in the Registration Statement, the Shares will be
validly issued, fully paid and non-assessable.

        This opinion may be relied upon exclusively by you, and may not be
relied upon by any other person without our prior written consent.

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        We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of the name of our firm under the caption
"Legal Matters" in the prospectuses which are included as a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required by Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
thereunder.


                                               Very truly yours,


                                               /s/ DEWEY BALLANTINE
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