EXHIBIT 5.1

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

                                March 2, 2004

Interstate Hotels & Resorts, Inc.
4501 N. Fairfax Drive
Arlington, VA 22203

Ladies and Gentlemen:

                  In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by Interstate Hotels & Resorts, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations promulgated thereunder (the "Rules"), we have been requested by
the Company to render this opinion as to the legality of up to $8,500,000 of
deferred compensation obligations (the "Deferred Compensation Obligations")
under the Interstate Hotels & Resorts, Inc. Supplemental Deferred Compensation
Plan (the "Compensation Plan") and up to $15,000,000 of obligations (the "Plan
Obligations" and, together with the "Deferred



Compensation Obligations," the "Obligations") under the IHR Executive Plan I
(the "Executive Plan").

                  In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (1) the
Registration Statement, (2) the Certificate of Incorporation and the By-laws of
the Company, each as amended to date, (3) the Compensation Plan, (4) the plan
documents relating to the Executive Plan, and (5) all such corporate records of
the Company and all such other documents as we have considered necessary in
order to form a basis for the opinion hereinafter expressed.

                  In our examination of documents, we have assumed, without
independent investigation, the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to 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 such latter documents and the legal capacity of all
individuals who have executed any of the aforesaid documents. As to certain
matters of fact, we have relied on representations, statements or certificates
of officers of the Company and of public authorities.

                  Based on the foregoing, and subject to the stated assumptions,
exceptions and qualifications in this letter, we are of the opinion that the
Obligations, when established pursuant to the terms of the Compensation Plan and
the Executive Plan, as the case may be, will be legal, valid and binding
obligations of the Company enforceable against the Company in accordance with
their terms, except as enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance or transfer, reorganization, moratorium and other similar
laws affecting creditors' rights generally and general



principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law).

                  Our opinion expressed above is limited to the General
Corporation Law of the State of Delaware and the judicial decisions interpreting
these laws. Our opinion is also rendered only with respect to the laws and the
rules, regulations and orders thereunder, which are currently in effect. Please
be advised that no member of this firm is admitted to practice in the State of
Delaware.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving this consent, we do not hereby agree
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 LLP