Exhibit 5.1



[LOGO OF MARRIOTT]

Marriott International, Inc.                      Marriott Drive
Corporate Headquarters                            Washington, D.C.  20058
--------------------------------------------------------------------------------
                                                  Joseph Ryan
                                                  Executive Vice President and
                                                  General Counsel
                                                  301/380-7553
                                                  301/380-6727 Fax
                                                  Internet:
                                                  joe.ryan@marriott.com


July 31, 2001

Marriott International, Inc.
10400 Fernwood Road
Bethesda, Maryland  20817

Ladies and Gentlemen:

We have acted as counsel for Marriott International, Inc., a Delaware
corporation (the "Company"), in connection with (1) the issuance and sale by the
Company of $470,000,000 aggregate principal amount at maturity of Liquid Yield
Option(TM) Notes due 2021 (the "LYONs") in May, 2000 in transactions exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Act"), the shares of the Company's $1.00 par value common stock issuable upon
conversion of the LYONs (the "Shares"), and preferred stock purchase rights
attached to the Shares (the "Rights"), each as described in a Registration
Statement on Form S-3 (the "Registration Statement") with respect to the offer
and sale by the several holders of the LYONs (the "Selling Holders") to be filed
with the Securities and Exchange Commission under the Act; and (2) the filing of
the Registration Statement.

As the basis for the opinions expressed below, we have examined, among other
things, such federal and state laws and such documents, certificates, telegrams,
and corporate and other records, and made such inquiries as to questions of fact
of officers of the Company, as we have deemed necessary or appropriate for the
purposes of giving the opinions expressed below.

The opinions set forth herein are subject to the following assumptions and
qualifications:

(a)      at the time any of the LYONs are offered or sold, (1) the Registration
         Statement will be effective or the LYONs will be sold in a transaction
         exempt from the requirements of the Act, and (2) all applicable "Blue
         Sky" and state securities laws will have been complied with;

(b)      the Indenture between the Company and The Bank of New York, as Trustee,
         dated as of May 8, 2001, as now or hereafter supplemented, under which
         the LYONs were issued (the "Indenture"), shall have been qualified
         under the Trust Indenture Act of 1939, as amended; and

(c)      The LYONs shall have been duly executed, authenticated, and delivered
         against payment therefor.


Marriott International, Inc.
Page 2

Based on and subject to the foregoing, it is our opinion that:

(1)      the LYONs are legally issued, fully paid, non-assessable, legal, valid
         and binding obligations of the Company;

(2)      the Shares, when issued in accordance with the terms of the Indenture,
         will be legally issued, fully paid and non-assessable; and

(3)      the Rights, when issued in accordance with the terms of the Amended and
         Restated Rights Agreement, dated as of August 9, 1999 between the
         Company and The Bank of New York, as Rights Agent, will be legally
         issued.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the name of the undersigned in
the Prospectus being a part of the Registration Statement.

Very truly yours,

MARRIOTT INTERNATIONAL, INC.
LAW DEPARTMENT



By:      /s/ Joseph Ryan
         --------------------------------------------
         Joseph Ryan
         Executive Vice President and
         General Counsel