EXHIBIT 5.1



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


                                 June 10, 1999

VIA ELECTRONIC TRANSMISSION

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

     Re:  Registration Statement on Form S-3

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 of the
Company's Registration Statement on Form S-3 (the "Registration Statement"),
relating to the proposed offering by the selling shareholders identified therein
of an aggregate of 622,500 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 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, which may be
acquired by the selling shareholders upon the exercise of options granted to
them by certain principal shareholders of the Company, have been duly and
validly issued and are 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.


Vistana, Inc.
June 10, 1999
Page 2

     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