[LETTERHEAD OF O'MELVENY & MYERS]

                                                                     EXHIBIT 5.1



                              May
                              1st
                              1 9 9 5



(213) 669-6000
                                                                     750,010-115
                                                                     750,014-056
                                                                   LA1-659340.V2


Santa Anita Realty Enterprises, Inc.
301 West Huntington Drive, Suite 405
Arcadia, California  91066

Santa Anita Operating Company
295 West Huntington Drive
Arcadia, California  91066

Ladies and Gentlemen:

          You have advised us that you propose to file a Joint Registration
Statement on Form S-8 with the Securities and Exchange Commission in connection
with the registration under the Securities Act of 1933, as amended, of 1,010,000
shares of Paired Common Stock (the "Shares"), each such Share consisting of one
share of Santa Anita Realty Enterprises, Inc. Common Stock, par value $0.10 per
share, paired with one share of Santa Anita Operating Company Common Stock, par
value $0.10 per share.   The shares are to be issued pursuant to the Santa Anita
Realty Enterprises, Inc. 1995 Share Award Plan and the Santa Anita Operating
Company 1995 Share Award Plan (the "Plans").  At your request, we have examined
the proceedings heretofore taken and to be taken in connection with the
authorization of the Plans and the Shares to be issued pursuant to and in
accordance with the Plans.

          Based upon such examination and upon such matters of fact and law as
we have deemed relevant, and subject to (i) the requisite additional proceedings
being duly taken by you as contemplated by us prior to the issuance and sale of
the Shares, and (ii) any required approval by other regulatory authorities of
the issuance and sale of the Shares in the manner proposed by you, we are of the
opinion that the Shares have been duly authorized by all necessary corporate
action on the part of Santa Anita Realty Enterprises, Inc. and Santa Anita
Operating Company and, when issued and sold in accordance with such
authorizations and appropriate Committee actions under the Plans,

 
Page 2 - Santa Anita Realty Enterprises, Inc. and Santa Anita Operating Company 
May 1, 1995


the provisions of the Plans and related agreements duly authorized by and in
accordance with the terms of the Plans, and the countersigning of the
certificate or certificates representing the Shares by a duly authorized officer
of the registrar for the Common Stock of each of Santa Anita Realty Enterprises,
Inc. and Santa Anita Operating Company, the Shares will be validly issued, fully
paid and nonassessable.

          We consent to the use of this opinion as an exhibit to the Joint
Registration Statement.

                                         Respectfully submitted,

                                         /s/ O'MELVENY & MYERS