Exhibit 8.1

              [TAX OPINION OF McGUIRE, WOODS, BATTLE & BOOTHE LLP]

                 [NOTE TO CADMUS--INSERT LETTERHEAD INFO. HERE]


                                 April 3, 1998


Smithfield Foods, Inc.
200 Commerce Street
Smithfield, Virginia 23430

Smithfield Canada Limited
200 Commerce Street
Smithfield, Virginia 23430

Ladies and Gentlemen:

         We have acted as your United States tax counsel in connection with the
Registration Statement on Form S-4, as amended (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act") relating to the offer and sale by
Smithfield Foods, Inc., a Virginia corporation ("Smithfield Foods") of up to
4,001,479 shares of its Common Stock, $.50 par value per share (the "Shares"),
Rights to Purchase Series A Junior Participating Preferred Stock, par value
$1.00 per share (the "Rights"), to be attached in equal number to the Shares as
described in the Registration Statement, and one Series B Special Voting
Preferred Share, par value $1.00 (the "Series B Preferred Share"). The
Registration Statement also relates to the offer and sale by Smithfield Canada
Limited, an Ontario corporation ("Smithfield Canada"), of up to 4,001,479 shares
of its Exchangeable Shares, without par value, as described in the Registration
Statement.

         We have reviewed the statements set forth in the Offer and Circular
under the caption "United States Federal Income Tax Considerations" and hereby
advise you that such statements, insofar as they are or refer to statements of
United States law or legal conclusions relating thereto, are accurate in all
material respects.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statement made in reference to our firm under
the caption "United States Federal Income Tax Considerations" therein. We do not
admit by giving this consent that we are in the category of persons whose
consent is required under Section 7 of the Securities Act.

                                       Very truly yours,



                                       /s/ McGuire, Woods, Battle & Boothe LLP