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                                                                     Tax opinion
                                                                     Exhibit 8.1

   
397-3000

                                  May [___], 1998
    

BioChem Pharma Inc.
275 Armand-Frappier Blvd.
Laval, Quebec
Canada
H7V 4A7

Attention:  Alan De Sousa, Vice-President Corporate Finance

                      Subject: CliniChem Development Inc.

Dear Sirs:

     We have acted as Canadian counsel to BioChem Pharma Inc. ("BioChem") in
connection with the proposed distribution by BioChem to its shareholders by way
of a dividend-in-kind of up to 2 800 000 Class A Common Shares, without par
value of CliniChem Development Inc. ("CliniChem") (the "Common Shares").

     We refer to the registration statement and the related prospectus
(respectively, the "Registration Statement" and the "Prospectus") filed by
CliniChem under the Securities Act, 1933 (as amended) (the "Act") in respect of
the foregoing.

   
     In connection with this opinion, we have examined and have assumed the
truth and accuracy of the contents of such documents and certificates of
officers of and advisers to BioChem and CliniChem and of public officials as to
factual matters and have conducted such searches in public registries in Canada
as we have deemed necessary or appropriate for the purposes of this opinion but
we have made no independent investigation regarding such factual matters.  In
our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such documents. We have further
assumed that none of the resolutions and authorities of the shareholders or
directors of BioChem and CliniChem upon which we have relied has been varied,
amended or revoked in any respect or has expired and that the distribution by
BioChem of the Common Shares will be carried out in accordance with such
resolutions and authorities and as contemplated by and described in the
Registration Statement and in the Prospectus.
    
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     We are admitted to practice law only in the Province of Quebec, Canada and
accordingly express no opinion on the laws of any jurisdiction other than the
laws of Quebec and the laws of Canada as they relate to the matters therein, in
force as at the date hereof.

   
     Based upon the foregoing, the section in the Registration Statement and in
the Prospectus under the heading "Canadian Federal Income Tax Considerations"
is our opinion, subject to the assumptions and qualifications described 
therein.
    

     We hereby consent to the filing of this opinion with the United States
Securities and Exchange Commission as an exhibit to the Registration Statement
and to the references to our firm under the aforesaid heading.

     This opinion is to be construed in accordance with and governed by the laws
of the Province of Quebec.

                             STIKEMAN, ELLIOTT
   

    
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