[MERRILL LYNCH LOGO]          [LETERHEAD OF
                              MERRILL LYNCH]

                                            
                                                  March 10, 1998


         We hereby consent to the use of our opinion letter dated January 2,
1998 to the Board of Directors of La Quinta Inns, Inc. included in Annex C to
the Joint Proxy Statement/Prospectus which forms a part of the Registration
Statement on Form S-4 relating to the proposed merger described therein and to
the references to such opinion in such Joint Proxy Statement/Prospectus under
the captions "Summary-Opinion of Financial Advisor to La Quinta", "The
Merger-Background of the Merger", "The Merger-Recommendation of the Board of
Directors of La Quinta; Reasons for the Merger", and "The Merger-Opinion of La
Quinta Financial Advisor". In giving such consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder, nor do we thereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.

                                            MERRILL LYNCH, PIERCE, FENNER & 
                                               SMITH INCORPORATED

                                             By: /s/ JEFFREY L. KOPEL
                                                 --------------------------
                                                 Managing Director
                                                 Investment Banking Group