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                                                                     Exhibit 5

                 [BALLARD SPAHR ANDREWS & INGERSOLL LETTERHEAD]



                                                October 11, 1996


Sunstone Hotel Investors, Inc.
300 South El Camino Real
Suite 203
San Clemente, California  92672

        Re:  Sunstone Hotel Investors, Inc., a Maryland corporation (the
             "Corporation") - Registration Statement on Form S-8 pertaining 
             to Six Hundred Fifty Thousand (650,000) Shares of Common Stock, 
             par value One Cent ($.01) per Share (the "Shares")


Ladies and Gentlemen:

        In connection with the registration of the Shares under the Securities
Act of 1933, as amended (the "Act"), by the Corporation on Form S-8 filed or to
be filed with the Securities and Exchange Commission (the "Commission") on or
about October 15, 1996 (the "Registration Statement"), you have requested our
opinion with respect to the matters set forth below.

        We have acted as special Maryland corporate counsel for the Corporation
in connection with the matters described herein. In our capacity as special
Maryland corporate counsel to the Corporation, we have reviewed and are
familiar with the proceedings taken by the Corporation in connection with the
authorization of the Shares. In addition, we have relied upon certificates and
advice from the officers of the Corporation upon which we believe we are
justified in relying and on various certificates from, and documents recorded
with, the State Department of Assessments and Taxation of Maryland (the
"SDAT"), including the charter of the Corporation (the "Charter"), consisting
of Articles of Incorporation of the Corporation filed with the SDAT on
September 21, 1994, Amended Articles of Incorporation filed with the SDAT on
September 23, 1994, Articles of Amendment filed with the SDAT on November 9,
1994, Articles of Amendment filed with the SDAT on June 19, 1995 and Articles
of Amendment filed with the SDAT on August 14, 1995. We have also
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BALLARD SPAHR ANDREWS & INGERSOLL

Sunstone Hotel Investors, Inc.
October 11, 1996
Page 2


examined Bylaws of the Corporation adopted as of September 23, 1994 and
resolutions of the Board of Directors of the Corporation adopted on or before
the date hereof and are in full force and effect on the date hereof; and such
laws, records, documents, certificates, opinions and instruments as we deem
necessary to render this opinion.

        We have assumed the genuineness of all signatures, and the authenticity
of all documents submitted to us as originals and the conformity of the
originals of all documents submitted to us as certified, photostatic or
conformed copies. In addition, we have assumed that each person executing any
instrument, document or certificate referred to herein on behalf of any party
is duly authorized to do so.

        Based on the foregoing and subject to the assumptions and
qualifications set forth herein, it is our opinion that, as of the date of this
letter, the Shares have been duly authorized by all necessary corporate action
on the part of the Corporation, and the Shares will, upon issuance and delivery
in accordance with and subject to the terms and conditions described in the
Registration Statement after approval by the Board of Directors of the
Corporation or a committee thereof, against payment of the purchase price
therefore, as determined by the Board of Directors of the Corporation or a
committee thereof, be validly issued, fully paid and nonassessable.

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

        The opinions set forth herein are limited to the current laws of the
State of Maryland and we express no opinion with respect to any laws other than
the laws of the State of Maryland. 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 stated.
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BALLARD SPAHR ANDREWS & INGERSOLL

Sunstone Hotel Investors, Inc.
October 11, 1996
Page 3


        The opinions expressed in this letter are solely for your use and may
not be relied upon by any other person without our prior written consent.


                                        Very truly yours,


                                        /s/ Ballard Spahr Andrews & Ingersoll