EXHIBIT 5.1




                                 July 16, 1996




Board of Directors
Red Lion Hotels, Inc.
4001 Main Street
Vancouver, Washington  98663

      I have acted as counsel for Red Lion Hotels, Inc. (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended,
covering 3,300,000 shares of common stock (the "Shares") of the Company
issuable in connection with the Company's 1995 Equity Participation Plan
(the "Plan"). I have reviewed the corporate actions of the Company in
connection with this matter and have examined those documents, corporate
records, and other instruments I deemed necessary for the purposes of this
opinion.

      Based on the foregoing, it is my opinion that:

      1. The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware; and

      2. The Shares have been duly authorized and, when issued pursuant to
the Plan and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally issued, fully paid, and
nonassessable.

      I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                 Very truly yours,

                                 BETH A. UGORETZ

                                 Beth A. Ugoretz
                                 Senior Vice President, General Counsel
                                 and Secretary