December 2, 1998


Board of Directors
SGI International
1200 Prospect Street, Suite 325
La Jolla, CA  92037

Re: Form S-8 Registration Statement

Gentlemen:

We have examined the Registration Statement on Form S-8 (the "Registration 
Statement") to be filed by you with the Securities and Exchange Commission 
on or about December 2, 1998, to register 1,045,250 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 soley upon exercise 
of 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 and otherwise, identified to our satisfaction, of such 
documents, corporate records and other instruments as we have deemed necessary 
or appropriate.  For the purporses of such examination, we have assumed the 
genuineness of all signatures on orignial 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 Agreements, 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, and any amendments thereto.

Very Truly yours,


FISHER THRUBER LLP

By: /s/ David Fisher
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David Fisher

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