EXHIBIT 5.1


                                 May 20, 1998


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

     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 1933, as amended,
of the Company's Registration Statement on Form S-8 (the "Registration
Statement") relating to an additional 600,000 shares of the Company's common
stock, $0.01 par value per share (the "Common Stock"), to be issued from time to
time 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 an
     additional 600,000 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 600,000 additional 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.

 

Securities and Exchange Commission
May 20, 1998
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