(212) 455-2000

                                                                January 31, 1997

Rose Hills Company
3888 South Workman Mill Road
Whittier, California  90601

Ladies and Gentlemen:

               We have acted as special counsel for Rose Hills Company (formerly
known as Rose Hills Acquisition Corp.), a Delaware corporation (the "Company"),
in connection with the Registration Statement on Form S-4 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the issuance by the Company of $80,000,000 aggregate
principal amount of its 9 1/2% Senior Subordinated Notes due 2004 (the "Exchange
Notes"), which are to be offered by the Company in exchange for $80,000,000
aggregate principal amount of its outstanding 9 1/2% Senior Subordinated Notes
due 2004 (the "Notes").

               We have examined the Registration Statement and the Indenture
dated as of November 15, 1996 (the "Indenture") between the Company and United
States Trust Company of New York, as Trustee (the "Trustee"), which has been
filed with the Commission as an Exhibit to the Registration Statement. In
addition, we have examined, and have relied as to matters of fact upon, the
originals or copies, certified or otherwise





Rose Hills Company                     -2-                      January 31, 1997

identified to our satisfaction, of such corporate records, agreements, documents
and other instruments and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have made such
other and further investigations, as we have deemed relevant and necessary as a
basis for the opinion hereinafter set forth.

               We have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals and the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.

               Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we hereby advise you that the statements made in the
Registration Statement under the caption "Federal Income Tax Consequences,"
insofar as they purport to constitute summaries of matters of United States
federal income tax law and regulations or legal conclusions with respect
thereto, constitute accurate summaries of the matters described therein in all
material respects.


               We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the federal law of the
United States.




Rose Hills Company                     -3-                      January 31, 1997

               We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption
"Federal Income Tax Consequences" in the Prospectus included therein.

                                            Very truly yours,

                                               /s/ SIMPSON THACHER & BARTLETT