December 26, 1996

Board of Directors
SGI International
1200 Prospect Street
La Jolla, CA  92037

Re:   Form S-8 Registration Statement

Gentlemen:

We have acted as your special securities counsel in the preparation of a 
Registration Statement on Form S-8 (the "Registration Statement") to be filed 
with the Securities and Exchange Commission to register 645,314 shares of 
common stock, no par value per share (the "Common Stock"), of SGI International,
a Utah corporation (the "Company"). The Common Stock is issuable pursuant to 
the terms of certain Consulting Agreements and upon exercise fo the warrants
referenced in the Employment Agreements and Consulting Agreements included in
the Registration Statement.

For purposes of rendering this opinion, we have made such legal and factual
examinations as we have deemed necessary under the circumstances and, as part
of such examination, we have examined among other things, originals and
copies, certified or otherwise, identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed 
necessary or appropriate.  For the purposes of such examination, we have
assumed the genuineness of all signatures on original documents and the 
conformity to original documents of all copies submitted to us.

On the basis of and relying upon the foregoing examination and assumptions,
we are of the opinion that, assuming the Registration Statement shall have 
become effective pursuant to the provisions of the Securities Act of 1933, 
as amended, the shares of Common Stock being offered in the Registration
Statement, when issued in accordance with the Registration Statement and 
the provisions of the Employment Agreement, Consulting Agreements and
Warrants will be validly issued, fully paid and nonassessable.  

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

FISHER THURBER LLP

By: /s/ David A. Fisher
==========================
    David Fisher

                               Exhibit 5.0