Exhibit 5.1

                       [Rogers & Theobald LLP Letterhead]

                                                                   March 4, 2003

ILX Resorts Incorporated
Suite 210
2111 East Highland
Phoenix, Arizona 85016

     Re: ILX RESORTS INCORPORATED; FORM S-3 REGISTRATION STATEMENT

Ladies and Gentlemen:

     We have acted as counsel for ILX Resorts Incorporated, an Arizona
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on the date hereof. The Registration
Statement relates to 300,000 shares of the Company's common stock, no par value
per share (the "Shares"), to be issued in accordance with the ILX Resorts
Incorporated Dividend Reinvestment Plan (the "Plan").

     As such counsel, we have examined and relied upon such records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to form the basis for the opinion hereinafter set forth (the
"Opinion"). In all such examinations, we have assumed the genuineness of
signatures on all original documents and the conformity to such original
documents of all copies submitted to us as certified, conformed or photographic
copies, and as to certificates of public officials, we have assumed the same to
have been properly given and to be accurate.

     For purposes of the Opinion, we have assumed that the Shares that may be
issued in accordance with the Plan will continue to be duly authorized on the
dates of such issuance.

     The opinions expressed herein are limited in all respects to the federal
laws of the United States of America and the laws of the State of Arizona, and
no opinion is expressed with respect to the laws of any jurisdiction or any
effect which such laws may have on the opinions expressed herein. The Opinion is
limited to the matters stated herein, and no opinion is implied or may be
inferred beyond the matters expressly stated herein.

     Based upon the foregoing and subject to the limitations, qualifications,
and assumptions set forth herein, we are of the opinion that:

     a.   The Shares are duly authorized; and

     b.   When the Shares are issued in accordance with the Plan, against
          payment therefor, as provided in the Plan, such Shares will be legally
          issued, fully paid, and non-assessable.

     The Opinion is given as of the date hereof, and we assume no obligation to
advise you after the date hereof of facts or circumstances that come to our
attention or changes in law that occur which could affect the Opinion. This
letter is being rendered solely for the benefit of the Company in connection
with the matters addressed herein. The Opinion may not be furnished to or relied
upon by any person or entity for any purpose without our prior written consent.

     We consent to the filing of the Opinion as an Exhibit to the Registration
Statement.

                                        Sincerely yours,

                                        /s/ Rogers & Theobald LLP
                                        Rogers & Theobald LLP