EXHIBIT 5




                                May 31, 1995



Promus Hotel Corporation
6800 Poplar Avenue, Suite 200
Memphis, TN 38138

       Re:  Common Stock, Par Value $0.10 Per Share of 
            Promus Hotel Corporation (the "Company")
            ----------------------------------------

Ladies and Gentlemen:

            I am General Counsel of the Company.  At your request, I have
examined the Form S-8 Registration Statement (the "Registration Statement")
which you intend to file with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as
amended, of 150,000 shares of Common Stock, par value $.10 per share (the
"Shares"), issuable pursuant to the Company's 1996 Non-Management Directors
Stock Incentive Plan (the "Plan").

            The Shares will be issued under the Plan in accordance with the
terms of said Plan.  I am familiar with the proceedings undertaken in
connection with the authorization and issuance of the Shares under the
Plan.  Additionally, I have examined such questions of law and fact as I
have considered necessary or appropriate for purposes of this opinion.

            Based upon the foregoing, I am of the opinion that the Shares
have been duly authorized, and upon the issuance of Shares under the terms
of the Plan and delivery and payment therefor of consideration set forth in
the Delaware General Corporation Law at least equal to the aggregate par
value of the Shares issued, such Shares will be validly issued, fully paid
and nonassessable.  

            I consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to my name in the Registration
Statement under the heading "Interests of Named Experts and Counsel."

                                   Very truly yours,

                                   /s/ RALPH B. LAKE

                                   Ralph B. Lake
                                   Senior Vice President, Secretary 
                                   and General Counsel



























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