EXHIBIT 5.1

                        [LATHAM & WATKINS LETTERHEAD]

                            December 18, 1997


Parent Holding Corp.
755 Crossover Lane
Memphis, Tennessee  38117

          Re:  Registration Statement on Form S-8
               10,000,000 Shares of Common Stock, par value $.01 per share
               -----------------------------------------------------------

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement on Form S-8 
(the "Registration Statement"), which you intend to file with the Securities 
and Exchange Commission in connection with the registration under the 
Securities Act of 1933, as amended, of 10,000,000 shares of Common Stock, par 
value $.01 per share (the "Shares"), to be sold by Parent Holding Corp. (the 
"Company") under the 1997 Equity Participation Plan of Parent Holding Corp. 
(the "Plan"). We are familiar with the proceedings undertaken in connection 
with the authorization, issuance and sale of the Shares. Additionally, we 
have examined such questions of law and fact as we have considered necessary 
or appropriate for purposes of this opinion.
     
     Based upon the foregoing, we are of the opinion that the Shares have 
been duly authorized, and upon the issuance of Shares under the terms of the 
Plan and delivery and payment therefor of legal consideration at least equal 
to the aggregate par value of the Shares issued, such Shares will be validly 
issued, fully paid and nonassessable.




LATHAM & WATKINS
  December 18, 1997
  Page 2
     

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

                                Very truly yours,
                                
                                /s/ LATHAM & WATKINS