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May 6, 1996




Prime Hospitality Corp.
700 Route 46 East
Fairfield New Jersey 07004

   Re: Registration Statement on Form S-8

Dear Sirs:

We have acted as counsel for Prime Hospitality Corp., a Delaware corporation
(the "Company"), in connection with the registration pursuant to the Securities
Act of 1933, as amended (the "Act"), of 1,500,000 shares of common stock, 
par value $.01 per share, of the Company (the "Common Stock") to be issued 
pursuant to the terms of the Company's 1995 Employee Stock Option Plan and 
1995 Non-Employee Director Stock Option Plan (collectively, the "Plans").

In connection therewith, we have participated in the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Common Stock to be filed with the Securities and Exchange Commission on May
7, 1996, and we are familiar with the corporate proceedings taken to date in
connection with the authorization and issuance of the Common Stock.

As counsel for the Company, we have examined, among other things, such federal
and state laws and originals and/or copies (certified or otherwise identified to
our satisfaction) of such documents, certificates and records as we deemed
necessary and appropriate for the purpose of preparing this opinion.

Based on the foregoing and assuming that the Common Stock will be issued and
sold pursuant to the terms of the Plans, we are of the opinion that the shares
of Common Stock to be sold by the Company, pursuant to the Registration
Statement have been duly authorized by all requisite corporate action and, upon
issuance, delivery and payment therefor, will be validly issued, fully paid and
nonassessable.

No person or entity other than you may rely or claim reliance upon this opinion.
This opinion is limited to the matters stated herein and no opinion is implied
or may be inferred beyond the matters expressly stated. We call to your
attention that we are not admitted to practice, do not purport to be experts in
the laws of, and, accordingly, do not express an opinion as to matters arising
under the laws
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of any jurisdiction, other than the laws of the State of
New York, the Delaware General Corporation Law and the
Federal laws of the United States.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

/s/ Willkie Farr & Gallagher