Ex. 8.1

                         [STIKEMAN, ELLIOTT LETTERHEAD]



(604) 631-1300


FILE NO. 2798-000

                                          ________________, 1998


BY COURIER
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Antigua Enterprises Inc.
9319 North 94th Way
Scottsdale, Arizona
85258


Dear Sirs/Mesdames:

     Re:  Antigua Enterprises Inc. - Registration Statement
          on Form S-1 (the "Registration Statement") and
          prospectus (the "Prospectus") under the Securities Act of 1933
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     We  have  acted  as  Canadian  tax  counsel  to  Antigua  Enterprises  Inc.
("Antigua") in connection with the preparation of the Registration Statement and
Prospectus  of Antigua  relating to the offering (the  "Offering")  of 3,000,000
common  shares of Antigua  without  nominal or par value (the "Common  Shares"),
which are to be filed with the United States Securities and Exchange  Commission
(the "SEC").

     In this regard,  we have  participated in the preparation of the statements
contained in the  Registration  Statement under the heading  "CERTAIN INCOME TAX
CONSIDERATIONS  Certain  Canadian  Federal Income Tax  Considerations".  For the
purpose of expressing our opinion herein,  we have examined a copy,  provided to
us  by  your  United  States  counsel,  Quarles  &  Brady,  of  the  preliminary
registration statement filed with the SEC on November 12, 1997.

     Our opinion is  expressed  only with  respect to the federal laws of Canada
stated or referred to herein and should not be taken as  expressing  any opinion
in  respect of the laws of any other  jurisdiction  or any laws other than those
upon which our opinion is expressly based.

     Based and relying upon and subject to the foregoing,  we are of the opinion
that  the  statements   contained   under  the  heading   "CERTAIN   INCOME  TAX
CONSIDERATIONS  Certain  Canadian  Federal  Income  Tax  Considerations"  in the
Registration Statement constitute a

                                      - 2 -


fair and adequate summary,  subject to the qualifications and limitations stated
herein and therein,  of the principal  Canadian  federal income tax consequences
under the Income Tax Act (Canada) and the  Regulations  thereunder  in effect at
the date hereof generally applicable to U.S. Holders (as such term is defined in
such section of the Registration  Statement) who purchase Common Shares pursuant
to the Offering and to whom such summary is addressed.

     We  hereby  consent  to the use of our name in the  Registration  Statement
under the  caption  "Legal  Opinions"  and to the  filing of this  opinion as an
exhibit thereto.


                                          Yours truly,

                                          "STIKEMAN, ELLIOTT"