EXHIBIT 8.1

         [Letterhead of Brownstein Hyatt Farber & Strickland, P.C.]
   
                                  July 1, 1997
    

BFC Guaranty Corp.
1455 Pennsylvania Avenue, N.W., Suite 230
Washington, D.C. 20004

Gentlemen:
   
         BFC Guaranty Corp. ("Guaranty") and BFC Finance Corp. have filed 
with the Securities and Exchange Commission a registration statement (the 
"Registration Statement") on Form S-4 (No. 333-17969), as amended through 
Amendment No. 2 filed on the date hereof, which relates to the issuance of 
Guaranty's Guarantees (the "Guarantees") of Public Facilities Revenue Bonds, 
Series 1996 B issued by Castle Rock Ranch Public Improvements Authority (the 
"Authority") to be issued pursuant to an exchange offer (the "Exchange 
Offer") by Guaranty and the Authority as set forth in the Registration 
Statement.

         We have examined such corporate records of Guaranty and such other 
documents as we have deemed appropriate to give this opinion.
    
         Based upon the foregoing, we hereby confirm that the opinion set forth
in the Registration Statement under the caption "TAX EXEMPTION--Exchange Bonds"
is our opinion.

         We hereby consent to the filing of this opinion as Exhibit 8 to the
Registration Statement as it is proposed to be amended and to the use of our
name in the Prospectus that is a part of the Registration Statement under the
caption "TAX EXEMPTION--Exchange Bonds." 

                             Very truly yours,

                             BROWNSTEIN HYATT FARBER
                               & STRICKLAND, P.C.