This study examines the relationship between students’ English language learner (ELL) status and their level of opportunity to learn (OTL) as a factor that may explain performance difference between ELL and non-ELL students. Results indicate that measures of classroom OTL are associated with student performance. Further, ELL students report a lower level of OTL as compared with non-ELLs. Such differential levels of OTL may indeed play a role in the lower performance of ELLs. The results of this study suggest that students’ ability to understand teacher instructions influences reported levels of OTL.