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                                                                   Exhibit 5.2

                      BALLARD SPAHR ANDREWS & INGERSOLL

                               November 26, 1996

Sunstone Hotel Investors, Inc.
115 Calle de Industrias
Suite 201
San Clemente, California 02672

         Re:   Sunstone Hotel Investors, Inc. (the "Company") - Registration
               Statement on Form S-3 pertaining to $200,000,000 maximum
               aggregate initial offering price of (i) shares of common stock
               of the Company, par value $.01 per share ("Common Stock");
               (ii) shares of preferred stock of the Company, par value $.01
               per share ("Preferred Stock"); and (iii) warrants to purchase
               shares of Common Stock or shares of Preferred Stock ("Warrants")
               ----------------------------------------------------------------

Ladies and Gentlemen:

         In connection with the registration of shares of Common Stock, shares
of Preferred Stock, and Warrants (collectively the "Securities") under the
Securities Act of 1933, as amended (the "Act") by the Company on Form S-3,
filed with the Securities and Exchange Commission (the "Commission") on or
about November 26, 1996 (the "Registration Statement"), you have requested our
opinion with respect to the matter set forth below.  Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Registration Statement.

         We have acted as special Maryland corporate counsel to the Company in
connection with the matters described herein.  In our capacity as special
Maryland corporate counsel to the Company, we have reviewed and are familiar
with the charter of the Company (the "Charter") consisting of the Amended
Articles of Incorporation filed with the Maryland State Department of
Assessments and Taxation (the "Department") on September 23, 1994, Articles of
Amendment filed with the Department on November 9, 1994, Articles of Amendment
filed with the Department on June 19, 1995 and Articles of Amendment filed with
the Department on August 14, 1995, Bylaws of the Company duly adopted by the
Board of Directors of the Company on September 23, 1994 (the "Bylaws") and
certain resolutions adopted and actions taken by the Board of Directors of the
Company (the "Board of Directors") on or before the date hereof and in full
force and effect on the date hereof including, but not limited to, those certain
resolutions adopted by the Board of Directors on October 25, 1996. We have also
examined the Registration Statement, other documents, corporate and other
records of the Company and certificates of public officials and officers of the
Company including, without limitation, a status certificate of recent date
issued by the Department to the effect that the Company is duly incorporated and
existing under the laws of the State of Maryland, and a Certificate of Officers
of the Company of recent date to the effect that, among other things, the
Charter and Bylaws of the Company and the Resolutions and





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Sunstone Hotel Investors, Inc.
November 26, 1996
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actions by the Board of Directors which we have examined are true, correct and
complete, have not been rescinded or modified and are in full force and effect
on the date of such certificate.  We have also made such further legal and
factual examinations as we have deemed necessary or appropriate to provide a
basis for the opinion set forth below.

         In reaching the opinions set forth below, we have assumed the
following:  (a) each person executing any instrument, document or agreement on
behalf of any party (other than the Company) is duly authorized to do so; (b)
each natural person executing any instrument, document or agreement is legally
competent to do so; (c) all documents submitted to us as originals are
authentic; all documents submitted to us as certified, facsimile or photostatic
copies conform to the original document; all signatures on all documents
submitted to us for examination are genuine; and all public records reviewed
are accurate and complete; (d) the resolutions adopted and to be adopted, and
the actions taken and to be taken by the Board of Directors including, but not
limited to, the adoption of all resolutions and the taking of all action
necessary to authorize the issuance and sale of the Securities in accordance
with the procedures set forth in paragraphs 1, 2 and 3 below, have occurred or
will occur at duly called meetings at which a quorum of the incumbent directors
of the Company were or are present and acting throughout, or by unanimous
written consent of all incumbent directors, all in accordance with the Charter
and Bylaws of the Company and applicable law; (e) the number of shares of
Preferred Stock and the number of shares of Common Stock to be offered and sold
under the Registration Statement, together with the number of shares of
Preferred Stock and the number of shares of Common Stock issuable upon exercise
of the Warrants, will not, in the aggregate, exceed the number of shares of
Preferred Stock, and the number of shares of Common Stock, respectively,
authorized in the Charter of the Company, less the number of shares of
Preferred Stock and the number of shares of Common Stock, respectively,
authorized and reserved for issuance and issued and outstanding on the date on
which the Securities are authorized, the date on which the Securities are
issued and delivered, the date on which the Warrants are exercised and the date
on which shares of Preferred Stock and shares of Common Stock, respectively,
are issued pursuant to exercise of Warrants; (f) none of the terms of any
Security to be established subsequent to the date hereof, nor the issuance and
delivery of such Security nor the compliance by the Company with the terms of
such Security will violate any applicable law or will conflict with, or result
in a breach or violation of, the Charter or Bylaws of the Company, or any
instrument or agreement to which the Company is a party or by which the Company
is bound or any order or decree of any court, administrative or governmental
body having jurisdiction over the Company; and (g) none of the Securities, and
none of the shares of Preferred Stock or shares of Common Stock issuable upon
exercise of the Warrants, will be issued in violation of the provisions of
Article V, Section 2 of the Charter of the Company entitled "REIT Related
Restrictions and Limitations on the Equity Shares of the Corporation."





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Sunstone Hotel Investors, Inc.
November 26, 1996
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         Based on the foregoing, and subject to the assumptions and
qualifications set forth herein, it is our opinion that:

         1.      Upon due authorization by the Board of Directors of a
designated number of shares of Common Stock for issuance at a minimum price or
value of consideration to be set by the Board of Directors, all necessary
corporate action on the part of the Company will have been taken to authorize
the issuance and sale of such shares of Common Stock, and when such Common
Shares are issued and delivered against payment, in money or property, of the
consideration therefor as set by the Board of Directors, such shares of Common
Stock will be validly issued, fully paid and nonassessable.

         2.      Upon:  (a) designation by the Board of Directors of one or
more classes of Preferred Stock to distinguish each such class from other than
outstanding classes of Preferred Stock; (b) setting by the Board of Directors
of the number of shares of Preferred Stock to be included in each such class;
(c) establishment by the Board of Directors of the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of each such class of
Preferred Stock; (d) filing by the Company with the Department of Articles
Supplementary setting forth a description of each such class of Preferred
Stock, including the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption as set by the Board of Directors and a statement that
the Preferred Stock has been classified by the Board of Directors under the
authority contained in the Charter, and the acceptance for record by the
Department of such Articles Supplementary; and (e) due authorization by the
Board of Directors of a designated number of shares of Preferred Stock for
issuance at a minimum price or value of consideration to be set by the Board of
Directors, all necessary corporate action on the part of the Company will have
been taken to authorize the issuance and sale of such shares of Preferred Stock
and when such shares of Preferred Stock are issued and delivered against
payment, in money or property, of the consideration therefor as set by the
Board of Directors, such shares of Preferred Stock will be validly issued.
fully paid and non-assessable.

         3.      Upon:  (a) designation and titling by the Board of Directors
of the Warrants, (b) setting by the Board of Directors of the number of
Warrants to be issued, (c) establishment by the Board of Directors of the
terms, conditions and provisions of the Warrants, (d) due authorization by the
Board of Directors of the Warrants for issuance at a minimum price or value of
consideration to be set by the Board of Directors; (e) reservation and due
authorization by the Board of Directors of the shares of Common Stock and the
shares of Preferred Stock of the Company issuable upon exercise of such
Warrants in accordance with the procedures set forth in paragraphs 1 and 2
above, at a minimum price or value of consideration





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Sunstone Hotel Investors, Inc.
November 26, 1996
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to be set by the Board of Directors, all necessary corporate action on the part
of the Company will have been taken to authorize the issuance and sale of the
Warrants, and when such Warrants are issued and delivered against payment, in
money or property, of the consideration therefor as set by the Board of
Directors, in accordance with the authorization by the Board of Directors  and
the terms of any Warrant Agreement, and authenticated by the Warrant
Agent, such Warrants will constitute valid and binding obligations of the
Company, subject to bankruptcy, insolvency, reorganization and other laws
affecting the rights of creditors generally and the exercise of judicial
discretion in accordance with general principles of equity.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the filing of this opinion as an
exhibit to applications to the securities commissioners of the various states
of the United States for registration of the Securities.  We also consent to
the identification of our firm as Maryland counsel to the Company in the
section of the Prospectus (which is a part of the Registration Statement)
entitled "Legal Matters."

         This opinion is limited to the present corporate laws of the State of
Maryland and we express no opinion with respect to the laws of any other
jurisdiction.  Furthermore, the opinions presented in this letter are limited
to the matters specifically set forth herein and no other opinion shall be
inferred beyond the matters expressly set forth herein.  Without limiting the
generality of the foregoing, we express no opinion with respect to any
securities laws.

         The opinions set forth in this letter are rendered as of the date
hereof and are necessarily limited to laws now in effect and facts and
circumstances presently existing and brought to our attention.  We assume no
obligation to supplement this opinion if any applicable law is changed after
the date hereof or if we become aware of any facts or circumstances which now
exist or which occur or arise in the future and may change the opinions
expressed herein after the date hereof.

         The opinions expressed in this letter are for your use and the use of
your securities counsel, Brobeck, Phleger & Harrison LLP in connection with the
filing of the Registration Statement and the rendering of opinions by Brobeck,
Phleger & Harrison LLP in connection therewith, and may not be relied upon by
you or Brobeck, Phleger & Harrison LLP for any other purpose, without our prior
written consent.

                                        Very truly yours,


                                        /s/ BALLARD SPAHR ANDREWS &
                                                  INGERSOLL