WEIL, GOTSHAL & MANGES LLP
                         701 Brickell Avenue Suite 2100
                                 (305) 577-3100
                               FAX: (305) 374-7159

                                                                     Exhibit 5.3



                                   May 24, 2002

Starwood Hotels & Resorts Worldwide, Inc.
1111 Westchester Avenue
White Plains, New York 10604

Ladies and Gentlemen:

                  We have acted as special Florida counsel to the entities
listed on Schedule 1 hereto (collectively, the "Companies") and are issuing this
opinion in connection with the authorization, execution and delivery of the
Indenture dated as of May 25, 2001 among Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation, Starwood Hotels & Resorts, a Maryland real estate
investment trust, the Companies and Firstar Bank, N.A. (now known as U.S. Bank
National Association), as Trustee (the "Agreement"). Capitalized terms defined
in the Agreement and used (but not otherwise defined) herein are used herein as
so defined.

                  In so acting, we have examined originals or copies (certified
or otherwise identified to our satisfaction) of the Agreement and such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
the Companies, and have made such inquiries of such officers and
representatives, as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.

                  In such examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to these opinions that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Companies and upon the representations and warranties of
the Companies contained in the Agreement. As used herein, "to our knowledge" and
"of which we are aware" mean the conscious awareness of facts or other
information by any lawyer in our firm actively involved in the transactions
contemplated by the Agreement.

                  Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:

                  1. Each of the Companies is a corporation validly existing and
in active status under the laws of the State of Florida.

                  2. Each of the Companies has all requisite corporate power and
authority to execute and deliver the Agreement and to perform its obligations
thereunder. The execution, delivery and performance of the Agreement by each of
the Companies have been duly authorized by all necessary corporate action on the
part of each of the Companies. The Agreement has been duly and validly executed
and delivered by each of the Companies.

                  3. The execution and delivery by each of the Companies of the
Agreement and the performance by the Companies of their respective obligations
thereunder will not conflict with, constitute a default under or violate (i) any
of the terms, conditions or provisions of the Articles of Incorporation or
by-laws of the Companies or (ii) any of the terms, conditions or provisions of
any document, agreement or other instrument to which any of the Companies is a
party or by which any of the Companies is bound of which we are aware and which
is material to the Companies taken as a whole.

                  The opinions expressed herein are limited to the laws of the
State of Florida and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.

                  The opinions expressed herein are rendered solely for your
benefit in connection with the transactions described herein. Those opinions may
not be used or relied upon by any other person, nor may this letter or any
copies hereof be furnished to a third party, filed with a governmental agency,
quoted, cited or otherwise referred to without our prior written consent.

                  We hereby consent to the use of this letter as an exhibit to
the Registration Statement on Form S-3 relating to the issuance of the
guarantees issued by the Companies under the Agreement and to any and all
references to our firm in the Registration Statement.



                                Very truly yours,


                                /s/ Weil, Gotshal & Manges LLP

                                   SCHEDULE 1

                                FLORIDA COMPANIES

Data Marketing Associates East, Inc.

Starwood Vacation Ownership, Inc. (f/k/a Vistana, Inc.)

SVO East, Inc. (f/k/a Vistana East, Inc.)

SVO International, Inc. (f/k/a Vistana International, Inc.)

SVO Management, Inc. (f/k/a Vistana Management, Inc. (d/b/a Vistana Management,
Ltd.))

SVO Trademark, Inc. (f/k/a VCH Trademark, Inc.)

SVO Pacific, Inc. (f/k/a Vistana Pacific, Inc.)

SVO Vistana Villages, Inc. (f/k/a VDI2, Inc.)

SVO West, Inc. (f/k/a Vistana West, Inc.)

Vacation Title Services, Inc.

Vacationworks, Inc.

VCH Communications, Inc.

VCH Consulting, Inc.

VCH Portfolio Services, Inc.

VCH Sales, Inc.

VCH Systems, Inc.

VCM Oaks, Inc.

Vistana Acceptance Corp.

Vistana Development, Inc. d/b/a Vistana Development, Ltd.

Vistana OP Investment, Inc.

Vistana PSL, Inc.