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                                                                     EXHIBIT 8.1




                                             April 14, 1999




Litchfield Financial Corporation
430 Main Street
Williamstown, MA 01267

Litchfield Capital Trust I
430 Main Street
Williamstown, MA  01267


         Re:  Tax Opinion
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Ladies and Gentlemen:

         We have acted as counsel to Litchfield Financial Corporation, a
Massachusetts corporation ("Litchfield"), and Litchfield Capital Trust I and
Litchfield Capital Trust II, each of which is a Delaware statutory business
trust (collectively, the "Trusts"), relating to the registration of (i)
$100,000,000 aggregate principal amount of Junior Subordinated Debentures of
Litchfield and (ii) $100,000,000 aggregate liquidation amount of preferred
securities of the Trusts. In that connection, reference is made to the
registration statement under the Securities Act of 1933, as amended, of
Litchfield and the Trusts on Form S-3 (Registration Nos. 333- __________,
333-__________01 and 333-__________-02) filed with the Securities and Exchange
Commission (the "Commission") on April __, 1999 (the "Prospectus"), and a
prospectus supplement dated April __, 1999, (the "Prospectus Supplement")
describing the __________% Series A Trust Preferred Securities, of Litchfield
Capital Trust I (the "Preferred Securities") and the __________% Series A Junior
Subordinated Debentures due 2019 of Litchfield (the "Junior Subordinated
Debentures"). Capitalized terms not otherwise defined herein shall have the
meaning specified in the Prospectus and the Prospectus Supplement.

         As such counsel, we have examined, among other things, originals or
copies identified to our satisfaction as being true copies of the originals of
the following documents:




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         (a)      the Prospectus; and
         (b)      the Prospectus Supplement.

In addition, we have assumed that the Junior Subordinated Debentures and the
Preferred Securities will be issued in accordance with the operative documents
described in the Prospectus and the Prospectus Supplement.

         Based on the assumptions set forth under the heading "Certain Federal
Income Tax Consequences" in the Prospectus Supplement we are of the opinion that
statements of legal conclusion set forth under such heading reflect the material
federal income tax consequences of the ownership and disposition of the
Preferred Securities. This opinion represents only our best judgment as to such
consequences and is not binding on the Internal Revenue Service or any court of
law, tribunal, administrative agency or other governmental body. The conclusions
are based on the Internal Revenue Code of 1986, as amended, final and temporary
Treasury Regulations promulgated thereunder, published administrative positions
of the Internal Revenue Service, and reported judicial decisions, all as
existing on the date hereof. No assurance can be given that future legislative,
administrative or judicial changes or interpretations, on either a prospective
or retroactive basis, would not adversely affect the accuracy of such statements
of legal conclusion in the Prospectus Supplement. Nevertheless, by rendering
this opinion, we undertake no responsibility to advise you of any new
developments in the application or interpretation of the federal income tax
laws.

         Our opinion is limited to tax matters specifically covered hereby and
may be relied upon only with respect to such matters. This opinion letter shall
not be construed as or deemed to be a guaranty or insuring agreement.

         This opinion is intended for the benefit of Litchfield, the Trusts, and
the holders of the Preferred Securities and may not be relied upon or utilized
for any other purpose or by any other person and may not be made available to
any other person without our prior written consent. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to the
references to this Firm in the section captioned "Certain Federal Income Tax
Consequences" in the Prospectus Supplement. In giving this consent, we do not
thereby admit that we come within the category of a person whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Commission thereunder.




                                             Very truly yours,

                                             /s/ Hutchins, Wheeler & Dittmar

                                             HUTCHINS, WHEELER & DITTMAR
                                             A Professional Corporation