EXHIBIT 5.1

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



                               November 21, 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
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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 (the "Registration
Statement"), relating to the proposed offering by the Company of an aggregate of
2,300,000 shares (inclusive of 300,000 shares that may be issued under the
underwriter's over-allotment option) of the common stock, $.01 par value per
share (the "Common Stock"), of the Company.

     As such counsel, we have examined the Registration Statement 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 and (b) of public officials.

     Based upon the foregoing, and subject to the limitations, qualifications,
exceptions, and assumptions set forth herein, we are of the opinion that 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,
will be duly and validly issued, fully paid and nonassessable.

 
Securities and Exchange Commission
November 21, 1997
Page 2



     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. 

     Certain partners of Neal, Gerber & Eisenberg and attorneys associated with
the firm beneficially own shares of Common Stock.

                                   Very truly yours,

                                   /s/ Neal, Gerber & Eisenberg

                                   Neal, Gerber & Eisenberg