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                                  EXHIBIT 5.1

                                December 5, 1997

Sunstone Hotel Investors, Inc.
115 Calle de Industrias, Suite 201
San Clemente, California 92672

Attention: Robert A. Alter

Re: Seller Stockholder Shelf Registration
    of Sunstone Hotel Investors, Inc.

Gentlemen:

          We have examined the Registration Statement on Form S-3 transmitted
for filing by you with the Securities and Exchange Commission (the "Commission")
on December 5, 1997, in connection with the registration under the Securities
Act of 1933, as amended, of 1,000,000 shares of your Common Stock (the
"Shares"). As your counsel in connection with this transaction, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the sale and issuance of the Shares.

          It is our opinion that, upon conclusion of the proceedings being
taken or contemplated by us, as your counsel, to be taken prior to the issuance
of the Shares, and upon completion of the proceedings being taken in order to
permit such transactions to be carried out in accordance with the securities
laws of the various states where required, the Shares, when sold in the manner
described in the Registration Statement, will be legally issued, fully paid and
nonassessable.

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Sunstone Hotel Investors, Inc.                                  December 5, 1997
                                                                          Page 2





          We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in such Registration Statement, including the prospectus constituting
a part thereof, and any amendment thereto.



                                                  Very truly yours,

                                                  BROBECK, PHLEGER & HARRISON