EXHIBIT 5.1



                               December 23, 1997



Vistana, Inc.
8801 Vistana Centre Drive
Orlando, Florida 32821

     Re:  Vistana, Inc.
          Registration Statement on Form S-8

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 1993, as amended,
of the Company's Registration Statement on Form S-8 (the "Registration
Statement") relating to the issuance from time to time by the Company of up to
1,900,000 shares of the Company's common stock, par value $0.01 per share (the
"Common Stock"), pursuant to the Vistana, Inc. Stock Plan (the "Plan").

     As such counsel, we have examined the Plan, the Company's Articles of
Incorporation, the Amended and Restated By-Laws of the Company, the minute books
of the Company and such other papers, documents and certificates of public
officials and certificates of officers of the Company as we have deemed relevant
and necessary as the basis for the opinions hereinafter expressed. In such
examinations, we have assumed the genuineness of all signatures 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.

     Based on the foregoing, we are of the opinion that:

          1.  The issuance from time to time by the Company of up to
     1,900,000 shares of Common Stock pursuant to the Plan as described in the
     prospectus to be delivered to participants in the Plan (the "Prospectus")
     has been duly and validly authorized by all necessary corporate action on
     the part of the Company.

          2.  When issued and paid for as described in the Prospectus and in 
     accordance with the Plan, the 1,900,000 shares available for issuance under
     the Plan will be duly and validly issued and outstanding, fully paid and
     non-assessable shares of Common Stock.

     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
"Interests of Named Experts and Counsel" in Item 5 of Part II of the
Registration Statement.

 
Vistana, Inc.
December 23, 1997
Page 2


     Please be advised that certain partners of, attorneys associated with
and/or of counsel to our firm beneficially own shares of Common Stock.

     The opinions expressed above are limited to the laws of the State of
Illinois and the federal laws of the United States, and are limited to the
specific legal matters expressly addressed herein. We have assumed, with your
permission, that the substantive laws of the State of Florida are identical, in
all material respects, to the laws of the State of Illinois. No opinion is
expressed with respect to the laws of any other jurisdiction or any legal matter
not addressed herein. This opinion speaks only as of the date hereof and we
undertake no obligation to update this opinion.

                                         Very truly yours,


                                         /s/ NEAL, GERBER & EISENBERG