EXHIBIT 5.1

                            Neal, Gerber & Eisenberg
                       Two N. LaSalle Street, Suite 2200
                            Chicago, Illinois 60602



                               February 10, 1997


VIA ELECTRONIC TRANSMISSION
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Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

     Re:  Vistana, Inc.
          Registration Statement on Form S-1 (No. 333-19045)
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Gentlemen:

     We are counsel to Vistana, Inc., a Florida corporation (the "Company"), and
in such capacity we have assisted in the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of the Company's Registration Statement on Form S-1 (No. 333-19045), and
amendments thereto (the "Registration Statement"), relating to the proposed
offering by the Company and certain shareholders of the Company (the "Selling
Shareholders") of an aggregate of 5,550,000 shares of the common stock, $.01 par
value per share (the "Common Stock"), of the Company.

     As such counsel, we have examined the Registration Statement, the
Underwriting Agreement (the "Underwriting Agreement") to be entered into among
the Company, the Selling Shareholders and Montgomery Securities and Smith
Barney, Inc., as representatives of the several underwriters, and such other
papers, documents and certificates of public officials and certificates of
officers of the Company as we have deemed necessary and appropriate as the basis
for the opinions hereinafter expressed. In such examinations, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, and
the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as conformed
or photostatic copies. As to any facts material to this opinion, we have relied
upon statements and representations (a) of the Company and its officers and
other representatives, (b) of the Selling Shareholders and, if applicable, their
officers and other representatives, and (c) of public officials.


Securities and Exchange Commission
February 10, 1997
Page 2
 
     Based upon the foregoing, and subject to the limitations, qualifications,
exceptions, and assumptions set forth herein, we are of the following opinions:

  1.   The shares of Common Stock covered by the Registration Statement to be
       issued by the Company, when issued and paid for as described in the
       Registration Statement and the Underwriting Agreement, will be duly and
       validly issued, fully paid and nonassessable.

  2.   The shares of Common Stock covered by the Registration Statement to be
       sold by the Selling Shareholders are duly and 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 our firm under the caption "Legal
Matters" in the prospectus contained therein.


                              Very truly yours,


                              /s/ Neal, Gerber & Eisenberg


                              Neal, Gerber & Eisenberg