Exhibit 5.1




              [Paul, Weiss, Rifkind, Wharton & Garrison Letterhead]






                                                June 4, 2002




MeriStar Hotels & Resorts, Inc.
1010 Wisconsin Avenue, NW, Suite 500
Wisconsin, D.C. 20007


                         MeriStar Hotels & Resorts, Inc.
                       Registration Statement on Form S-4

Ladies and Gentlemen:

      In connection with the above-captioned Registration Statement on Form S-4
(the "Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933 (the "Act"), and the rules and regulations
under the Act (the "Rules"), we have been requested by MeriStar Hotels &
Resorts, Inc., a Delaware corporation (the "Company"), to furnish our opinion as
to the legality of up to 32,750,000 shares of the Company's common stock, par
value $0.01 per share (the "Shares"), whose issuance is registered under the
Registration Statement.

      In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"): (i) the Registration Statement; (ii)
the Agreement and Plan of Merger, by and between the Company and Interstate
Hotels Corporation ("Interstate"), dated as of May 1, 2002 (the "Merger
Agreement"); (iii) the MeriStar Stockholder Voting Agreement, among John Emery,
Steven D. Jorns, Paul W. Whetsell, Oak Hill Capital Partners, L.P., Oak Hill
Capital Management Partners, L.P., FW Hospitality, L.P., Arbor REIT, L.P., MHX
Investors, L.P. and Interstate, dated as of May 1, 2002; (iv) the Interstate
Conversion Incentive Agreement, by and among Interstate, CGLH Partners I LP and
CGLH Partners II LP, dated as of May 1, 2002; (v) the

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Interstate Stockholder Voting and Conversion Agreement, among the Company,
Thomas F. Hewitt, J. William Richardson, Kevin P. Kilkeary, CGLH Partners I LP
and CGLH Partners II LP, dated as of May 1, 2002; (vi) the Company's Certificate
of Incorporation and Bylaws; and (vii) records of certain of the Company's
corporate proceedings. In addition, we have made those other examinations of law
and fact as we deemed relevant and necessary in order to form a basis for our
opinions.

      In our examination of the Documents, we have assumed, without independent
investigation, the genuineness of all signatures, the enforceability of the
Documents against each party to them, the authenticity of all documents
submitted to us as originals, the conformity to the original documents of all
documents submitted to us as certified, photostatic, reproduced or conformed
copies of valid existing agreements or other documents, the authenticity of all
the latter documents and the legal capacity of all individuals who have executed
any of the documents. As to certain matters of fact, we have relied on
representations, statements or certificates of officers of the Company as well
as the representations and warranties of the Company in the Merger Agreement.

      We have also assumed that the Company's stockholders shall have (i)
approved and adopted the Merger Agreement and the transactions contemplated by
it; (ii) approved the issuance of the Shares in connection with the merger;
(iii) voted to elect the new board of directors specified in the Merger
Agreement; and (iv) approved and adopted a proposal to amend the Company's
certificate of incorporation and bylaws, as provided in the Merger Agreement.

      Based on the foregoing, and subject to the stated assumptions, we are of
the opinion that, at the effective time of the merger contemplated by the Merger
Agreement, (i) the Shares will have been duly authorized for issuance and (ii)
the Shares, when issued and delivered and paid for as contemplated in the
Documents, will be validly issued, fully paid and non-assessable.

      Our opinions expressed above are limited to the federal laws of the United
States and the General Corporation Law of the State of Delaware. Our opinions
are rendered only with respect to the laws, and the reported judicial decisions,
rules, regulations and orders under them, which are currently in effect. Please
be advised that no member of this firm is admitted to practice in the State of
Delaware.

      We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our name under the captions "Legal Matters"
and "Material United States Federal Income Tax

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Consequences of the Merger" in the prospectus included in the Registration
Statement. In giving this consent, we do not agree or admit that we come within
the category of persons whose consent is required by the Act or the Rules.


                                      Very truly yours,
                           /s/ Paul, Weiss, Rifkind, Wharton & Garrison
                              PAUL, WEISS, RIFKIND, WHARTON & GARRISON