LATHAM & WATKINS
                      633 West Fifth Street, Suite 4000
                        Los Angeles, California 90071


                               July 26, 1995



La Quinta Inns, Inc.
112 East Pecan Street
San Antonio, Texas 78299

          Re: La Quinta Inns, Inc.
              Registration Statement on Form S-3
              (File No. 33-60295)
              -------------------------------------------

Ladies/Gentlemen:

     You have requested our opinion concerning certain material federal income
tax consequences to non-U.S. shareholders of the ownership and disposition of
a share of common stock, par value $0.10 per share, of a La Quinta Inns, Inc.
in connection with the Registration Statement on Form S-3 filed with the
Securities and Exchange Commission (the "Commission") on June 16, 1995, as
amended by Amendment No. 1  filed with the Commission on July 7, 1995, and as
further amended by Amendment No. 2 filed with the Commission on July 26, 1995
(collectively, the "Registration Statement").

     The facts, as we understand them and upon which, with your permission,
we rely on in rendering the opinion expressed herein, are set forth in the
Registration Statement. Based on such facts it is our opinion that such
federal income tax consequences are accurately set forth under the heading
"Certain U.S. Tax Consequences to Non-U.S. Shareholders" in the Registration
Statement. No opinion is expressed as to any matter not discussed therein.

     This opinion is based on various statutory provisions, regulations
promulgated thereunder, and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which
are subject to change either prospectively or retroactively. Also, any
variation or difference in the facts from those set forth in the Registration
Statement may affect the conclusions stated herein.



     This opinion is rendered solely to you for use in connection with the
Registration Statement. We consent to your filing this opinion as an exhibit
to the Registration Statement and to the reference to our firm under the
heading "Legal Matters."

                                     Very truly yours,


                                     LATHAM & WATKINS