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                                                                       EXHIBIT 5


                         [LATHAM & WATKINS LETTERHEAD]





                                October 8, 1997





Doubletree Corporation
410 North 44th Street
Suite 700
Phoenix, Arizona  85008

Ladies and Gentlemen:

            At your request we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by you with the Securities and
Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of 1,200,000 shares (the "Shares") of common stock,
$.01 par value, of Doubletree Corporation (the "Company") issuable upon
exercise of options granted under the Amended and Restated Equity Participation
Plan of Doubletree Corporation, as amended (the "Restated Incentive Plan").

            We have examined such matters of fact and questions of law as we
have considered appropriate for purposes of rendering the opinions expressed
below.

            We are opining herein as to the effect on the subject transaction
of only the General Corporation Law of the State of Delaware and we express no
opinion with respect to the applicability thereto or the effect thereon of any
other laws or as to any matters of municipal law or any other local agencies
within any state.

            Subject to the foregoing and in reliance thereon it is our opinion
that upon the exercise of options granted pursuant to the Restated Incentive
Plan and the issuance and sale of the Shares, each in the manner contemplated
by the Restated Incentive Plan and the Registration Statement, and subject to
the Company completing all action and proceedings required on its part to be
taken prior to the issuance of the Shares pursuant to the terms of the Restated
Incentive Plan and the Registration Statement, including, without limitation,
collection of required payment for the Shares, the Shares will be validly
issued, fully paid and nonassessable securities of the Company.

            We consent to your filing this opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,

                                            /s/ LATHAM & WATKINS