Exhibit 5.3




                      [LIONEL SAWYER & COLLINS LETTERHEAD]

                                  July 7, 2003




Starwood Hotels & Resorts Worldwide, Inc.
1111 Westchester Avenue
White Plains, NY 10604

                  Re:      Starwood Hotels & Resorts Worldwide, Inc.
                           7 3/8% Senior Notes due 2007
                           -----------------------------------------

Dear Ladies and Gentlemen:

         We refer to the Registration Statement on Form S-4 (the "Registration
Statement") being filed by Starwood Hotels & Resorts Worldwide, Inc., a Maryland
corporation (the "Corporation"), and the Guarantor (as hereinafter defined) with
the Securities and Exchange Commission (the "SEC") under the Securities Act of
1933, as amended (the "Securities Act"), to register up to $6,500,000 aggregate
principal amount of the Corporation's 7 3/8% Senior Notes due 2007 (the
"Exchange Notes") to be issued in an exchange offer for $6,500,000 aggregate
principal amount of the Corporation's outstanding 7 3/8% Senior Notes due 2007
(the "Original Notes"). The Original Notes and the Exchange Notes are referred
to herein collectively as the "Notes." The Original Notes are, and the Exchange
Notes will be, guaranteed by Sheraton Holding Corporation, a Nevada corporation
(the "Guarantor"). Original Notes that are accepted for exchange for Exchange
Notes will be cancelled and retired.

         The Original Notes were and the Exchange Notes will be issued pursuant
to an Indenture dated as of April 19, 2002 (the "Indenture") among the
Corporation, the Guarantor and U.S. Bank National Association, N.A., as trustee
(the "Trustee"). The Original Notes were issued and sold on April 19, 2002 to
Lehman Brothers Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities
Inc., SG Cowen Securities Corporation, Banc of America Securities LLC, Credit
Lyonnais Securities (USA) Inc., Fleet Securities, Inc., BMO Nesbitt Burns Corp.,
Bear, Stearns & Co. Inc. and Scotia Capital (USA) Inc., the initial purchasers
thereof (the "Initial Purchasers"), without registration under the Securities
Act, and were offered and sold by the Initial Purchaser to qualified
institutional buyers in reliance on Rule 144A under the Securities Act and in
transactions outside the United States in reliance on Regulation S under the
Securities Act.





         In rendering the opinions expressed below, we have examined and relied
upon copies of the Registration Statement and the Indenture. We have also
examined originals, or copies of originals certified to our satisfaction, of
such agreements, documents, certificates and other statements of governmental
officials and other instruments, and have examined such questions of law and
have satisfied ourselves as to such matters of fact, as we have considered
relevant and necessary as a basis for this opinion. We have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to us for our
examination.

         Based on the foregoing and subject to the qualifications and
limitations set forth below, we are of the opinion that:

         1. The Guarantor has been duly incorporated and is validly existing and
in good standing under the laws of the State of Nevada.

         2. The Guarantor has and will have full right, power and authority to
execute, deliver and perform its obligations under the Indenture.

         3. The Indenture has been duly authorized, executed and delivered by
the Guarantor.

         4. The execution, delivery and performance of the Indenture do not and
will not violate the organizational documents of the Guarantor.

         This opinion letter is limited to the laws of the State of Nevada.

         We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement and to all references to our firm included in or made
a part of the Registration Statement.


                                                    Sincerely,




                                                LIONEL SAWYER & COLLINS