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                                                                  Exhibit 5

October 24, 1997

Prime Hospitality Corp.
700 Route 46 East
Fairfield, New Jersey 07007

Ladies and Gentlemen:

We have acted as counsel to Prime Hospitality Corp., a corporation organized
under the laws of the State of Delaware (the "Company"), in connection with the
preparation of a registration statement on Form S-4 (the "Registration
Statement") relating to the issuance by the Company of 6,513,292 shares (the
"Shares") of common stock, par value $0.01 per share, of the Company (the
"Common Stock") in connection with the proposed merger of PH Sub Corporation, a
wholly owned subsidiary of the Company, with and into Homegate Hospitality, Inc.
("Homegate"), a corporation organized under the laws of the State of Delaware.

We have examined copies of the certificate of incorporation and by-laws of the
Company, and the amendments thereto, the Registration Statement, all resolutions
adopted by the Company's Board of Directors and other records and documents that
we have deemed necessary for the purpose of this opinion. We have also examined
such other documents, papers, statutes and authorities as we have deemed
necessary to form a basis for the opinion hereinafter expressed. In our
examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to our opinion, we have relied on statements and
certificates of officers and representatives of the Company and public
officials.

Based on the foregoing, we are of the opinion that the Shares, when duly issued
in exchange for the shares of common stock, par value $0.01 of Homegate as
described in the Registration Statement, will be duly authorized, validly,
issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Proxy
Statement-Prospectus included as part of the Registration Statement.


Very truly yours,


/s/ Willkie Farr & Gallagher