EXHIBIT 5.1 Opinion and Consent of Holme Roberts & Owen LLP






Holme Roberts & Owen LLP
1700 Lincoln, Suite 4100
Denver, CO 80203

January 27, 1997


Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:   Vail Associates, Inc.
      Form S-8 Registration Statement
      Vail Associates, Inc. 401(k) Retirement Plan

Gentlemen:

This firm has acted as counsel to Vail Resorts, Inc. (the "Company") in
connection with the preparation and filing of its registration statement
on Form S-8 under the Securities Act of 1933, as amended, covering the
issuance of an aggregate of 250,0000 shares of common stock, $.01 par
value per share of the Company (the "Common Stock") and an indeterminate
amount of interests in the Vail Associates, Inc. 401(k) Retirement Plan
(the "Plan") that may be acquired through participation in the Plan.

We have examined the Company's Articles of Incorporation and bylaws and
the record of its corporate proceedings with respect to the registration
statement and have made such other investigation as we have deemed
necessary in order to express the following opinion.

Based on the foregoing, we are of the opinion that the Plan and former
employees' interests will be properly authorized and legally issued to
employees of Vail Associates, Inc. who participate in the Plan and in
accordance with its terms and that the Common Stock, when issued as
contemplated by the Plan and the registration statement, will be legally
issued, fully paid and nonassessable.

We hereby consent to all references to this firm in the registration
statement and all amendments to the registration statement.  We further
consent to the use of this opinion as an exhibit to the registration
statement.

Very truly yours,

Holme Roberts & Owen LLP


By /s/ Thomas A. Richardson