EXHIBIT 5.1

                      [LETTERHEAD OF SHEARMAN & STERLING]


                                          February 22, 2001



American Skiing Company
P.O. Box 450
Sunday River Access Road
Bethel, ME 04217



                            American Skiing Company
                       Issuance of Shares of Common Stock


Ladies and Gentlemen:


    We are acting as counsel to American Skiing Company, a Delaware corporation
("AMERICAN SKIING"), in connection with the merger, recapitalization and other
transactions, including the issuance of up to 75,511,049 shares (the "SHARES")
of Common Stock, par value $.01 per share (the "COMMON STOCK"), by American
Skiing to the shareholders of MeriStar Hotels & Resorts, Inc. ("MERISTAR"), to
be consummated subject to the terms and the conditions set forth in the Merger
Agreement, dated as of December 8, 2000, as amended as of February 21, 2001 (the
"Merger Agreement"), between American Skiing and MeriStar, and the Voting and
Recapitalization Agreement, dated as of December 8, 2000, among American Skiing,
MeriStar and certain holders of preferred stock of American Skiing (the "Voting
and Recapitalization Agreement"). Capitalized terms used but not defined herein
have the meanings ascribed to them in the Merger Agreement.



    In this capacity we have examined the Merger Agreement, the Voting and
Recapitalization Agreement, American Skiing's Restated and Amended Certificate
of Incorporation filed with the Secretary of State of the State of Delaware on
October 4, 1999, American Skiing's Bylaws dated as of October 7, 1999, the form
of the Share certificate, and originals, or copies identified to our
satisfaction, of such corporate records of American Skiing, certificates of
public officials, officers of American Skiing and other persons, and such other
documents, agreements and instruments as we have deemed necessary as a basis for
the opinions hereinafter expressed. In our examinations, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the originals of all documents submitted to
us as copies. In rendering our opinion, we have relied as to factual matters, to
the extent we deem proper, upon the representations and warranties of American
Skiing and you contained in or made pursuant to the foregoing documents,
certificates of officers of American Skiing and certificates of public
officials.



    Based upon the foregoing, and having regard for such legal considerations as
we deem relevant, we are of the opinion that the Shares to be issued by American
Skiing pursuant to the Merger Agreement will, assuming the fulfillment of all
conditions to the Merger Agreement and the issuance of the Shares in accordance
therewith, be duly authorized, validly issued, fully paid and non-assessable.



    Our opinion set forth above is limited to the General Corporation Law of the
State of Delaware, and we do not express any opinion herein concerning any other
law.


    This opinion is intended solely for your benefit and is not to be made
available to, or relied upon by, any other person or entity without our prior
written consent; PROVIDED that we hereby consent to the filing of this opinion
letter as an exhibit to the Registration Statement on Form S-4 of American
Skiing Company filed on January 9, 2001, and all amendments related thereto.
This opinion letter speaks only as of the date hereof. We assume no obligation
to update or supplement this opinion to reflect any facts or circumstances that
may hereinafter come to our attention or any changes in the laws, rules,
regulations or court decisions that may hereinafter occur.

                                                        Very truly yours,

                                                        /s/ Shearman & Sterling


MR/DW/CKS/GO