1
                                                                    EXHIBIT 5(b)



                       [LATHAM & WATKINS LETTERHEAD]



                                August 15, 1997


La Quinta Inns, Inc.
112 E. Pecan Street
San Antonio, Texas  78299-2636

       Re:    Shelf Registration of $300,000,000
              Aggregate Principal Amount of Debt Securities

Ladies and Gentlemen:

              In connection with the registration of $300,000,000 aggregate
principal amount of Debt Securities (the "Securities") by La Quinta Inns, Inc.,
a Texas corporation (the "Company"), under the Securities Act of 1933, as
amended (the "Act"), on Form S-3 filed with the Securities and Exchange
Commission (the "Commission") on August 15, 1997 (the "Registration
Statement"), you have requested our opinion with respect to the matters set
forth below.

              In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization and issuance of the
Securities, and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed.  We have also
assumed for purposes of this opinion that each of the Securities and the
Indenture has been duly authorized by all necessary corporate action by the
Company.  In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and instruments, as we have deemed necessary or appropriate for purposes of
this opinion.

              In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic





   2
La Quinta Inns, Inc.
August 15, 1997
Page 2


original documents of all documents submitted to us as copies.

              We are opining herein as to the effect on the subject transaction
only of the internal laws of the State of New York, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws
of any other jurisdiction or as to any matters of municipal law or the laws of
any other local agencies within the State of New York.

              Capitalized terms used herein without definition have the
meanings ascribed to them in the Registration Statement.

              Based on the foregoing, and subject to the proposed additional
proceedings being taken as now contemplated prior to the issuance of a
particular series of Securities and the terms of the particular series of
Securities being otherwise in compliance with then applicable law, it is our
opinion that as of the date hereof the Securities, when executed, authenticated
and delivered by or on behalf of the Company against payment therefor in
accordance with the terms of the Indenture, will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.

              The opinion rendered in the preceding paragraph relating to the
enforceability of the Securities is subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights and remedies of creditors; (ii) the effect
of general principles of equity, whether enforcement is considered in a
proceeding in equity or law, and the discretion of the court before which any
proceeding therefor may be brought; (iii) the unenforceability under certain
circumstances under law or court decisions of provisions providing for the
indemnification of or contribution to a party with respect to a liability where
such indemnification or contribution is contrary to public policy; and (iv) the
manner by which the acceleration of the Securities may affect the
collectibility of that portion of the stated principal amount thereof which
might be determined to constitute unearned interest thereon.

              To the extent that the obligations of the Company under the
Indenture may be dependent upon such matters, we assume for purposes of this
opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee
is duly qualified to engage in the activities contemplated by the Indenture;
that the Indenture has been duly authorized, executed and delivered by the
Trustee and constitutes the legal, valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with its terms; that the Trustee
is in compliance, generally and with respect to acting as a trustee under the
Indenture, with all applicable laws and regulations; and that the Trustee has
the requisite organizational and legal power and authority to perform its





   3
La Quinta Inns, Inc.
August 15, 1997
Page 3


obligations under the Indenture.

              We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."


                                           Very truly yours,



                                           LATHAM & WATKINS