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                                                                    EXHIBIT 5

                         [LATHAM & WATKINS LETTERHEAD]

                               -----------------

                               December 17, 1996





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

Ladies and Gentlemen:

                 At your request we have examined the Registration Statement on
Form S-8 (the "Registration Statement") to be filed by you with the Securities
and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 1,300,000 share (the "Shares") of common
stock, $.01 par value, of Doubletree Corporation (the "Company") issuable upon
exercise of options granted under the 1994 Equity Participation Plan of
Doubletree Corporation, as amended (the "1994 Plan").

                 We have examined such matters of fact and questions of law as
we have considered appropriate for purposes of rendering the opinions expressed
below.

                 We are opining herein as to the effect on the subject
transaction of only the General Corporation Law of the State of Delaware and we
express no opinion with respect to the applicability thereto or the effect
thereon of any other laws or as to any matters of municipal law or any other
local agencies within any state.

                 Subject to the foregoing and in reliance thereon it is our
opinion that upon the exercise of options granted pursuant to the 1994 Plan and
the issuance and sale of the Shares, each in the manner contemplated by the
1994 Plan and the Registration Statement, and subject to the Company completing
all action and proceedings required on its part to be taken prior to the
issuance of the Shares pursuant to the terms of the 1994 Plan and the
Registration Statement, including, without limitation, collection of required
payment for the Shares, the Shares will be validly issued, fully paid and
nonassessable securities of the Company.

                 We consent to your filing this opinion as an exhibit to the
Registration Statement.

                                        Very truly yours,

                                        LATHAM & WATKINS