[LETTERHEAD OF BELL, BOYD & LLOYD]


                               February 11, 1997


Extended Stay America, Inc.
450 East Las Olas Boulevard, Suite 1100
Fort Lauderdale, FL  33301

                      REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

     We have represented Extended Stay America, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a registration statement
on Form S-3 (the "Registration Statement"), filed under the Securities Act of
1933, as amended (the "Act"), for the purpose of registering under the Act
11,500,000 shares of common stock, par value $.01 per share (the "Common
Stock"), of the Company (the "Shares") owned by certain stockholders of the
Company.  In this connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate and other
records, certificates and other papers, including the Registration Statement and
pertinent resolutions of the board of directors of the Company, as we deemed it
necessary to examine for the purpose of this opinion.

     Based upon such examination, it is our opinion that the Shares are legally
issued, fully paid and non-assessable shares of Common Stock of the Company.

     We consent to the filing of this opinion as an exhibit to the Registration
Statement.  In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Securities Act
of 1933.

                                Very truly yours,

                                /s/ Bell, Boyd & Lloyd