EXHIBIT 8.1


                      FORM OF OPINION OF LATHAM & WATKINS



                         [LATHAM & WATKINS LETTERHEAD]


                                 _______, 1996


Cobblestone Holdings, Inc.
3702 Via de la Valle, Suite 202
Del Mar, California  92014

     Re:  Cobblestone Holdings, Inc.
          Registration Statement on Form S-4
          ----------------------------------

Ladies/Gentlemen:

     You have requested our opinion concerning the material federal income tax
consequences of the exchange of $1,000 principal amount of 13 1/2% Series B
Senior Zero-Coupon Notes due 2004 of Cobblestone Holdings, Inc., a Delaware
corporation (the "Company"), for 13 1/2% Series A Senior Zero-Coupon Notes due
2004 of the Company, pursuant to the Registration Statement on Form S-4 filed
with the Securities and Exchange Commission (the "Commission") on
______________, 1996 (the "Registration Statement").

     The facts, as we understand them, and upon which with your permission we
rely in rendering the opinion expressed herein, are set forth in the
Registration Statement.  Based on such facts, it is our opinion that the
material federal income tax consequences are accurately set forth under the
heading "Certain Federal Income Tax Considerations" in the registration
Statement.  No opinion is expressed to any matter not discussed therein.

     This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively.  Also, any variation or
difference in the facts from those set forth in the Registration Statement may
affect the conclusion stated herein.

 
     This opinion is rendered to you solely for use in connection with the
Registration Statement.  We consent to your filing this opinion as an exhibit to
the Registration Statement and to the reference of our firm under the heading
"Certain Federal Income Tax Considerations."

                                       Very truly yours,



                                       LATHAM & WATKINS