Exhibit 5.2

                       [Letterhead of Sun International]

                                                               November 25, 1997

                       Registration Statement on Form F-3

Ladies and Gentlemen:

            This opinion is being provided to you by the undersigned, as
Associate General Counsel of Sun International Hotels Limited (the "Issuer") and
as General Counsel of the corporations listed on Annex A hereto (collectively,
the "Bahamian Guarantors"). I have acted as counsel to the Issuer and the
Bahamian Guarantors in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), of a Registration Statement on Form F-3 the
"Registration Statement"), and the prospectus included therein (the
"Prospectus"), relating to (i) the registration by the Issuer and Sun
International North America, Inc. ("SINA"), as joint and several obligors, of
$300,000,000 in the aggregate of debt securities (the "Debt Securities")
representing unsecured obligations of the Issuer and SINA, (ii) the registration
by the Bahamian Guarantors of certain guarantees (the "Guarantees") of the Debt
Securities and (iii) the registration by other certain guarantors of certain
guarantees of the Debt Securities, in each of cases (i) - (iii), to be issued
pursuant to a Trust Indenture (the "Indenture") between the Issuer, SINA, the
guarantors named therein and a trustee (the "Trustee") to be named in a
prospectus supplement relating to the Debt Securities.

            In so acting, I have examined and relied upon the originals, or
copies certified or otherwise identified to my satisfaction, of such records,
documents, certificates and other instruments as in my judgment are necessary or
appropriate to enable me to render the opinion expressed below. My opinion
assumes that the definitive Indenture will be in substantially the form filed as
an Exhibit to the Registration Statement.

            Based upon the foregoing, I am of the following opinion:

            1. When the Indenture has been duly authorized, executed and
      delivered by the Issuer, SINA, the guarantors named therein and the
      Trustee, and the Debt

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      Securities have been duly executed, authenticated, issued, delivered and
      paid for as contemplated by the Registration Statement and any prospectus
      supplement relating to the Debt Securities and in accordance with the
      Indenture, assuming the terms of such Debt Securities have been duly
      established so as not to violate any applicable law or result in a default
      under or breach of any agreement or instrument binding upon the Issuer or
      SINA and so as to comply with any requirement imposed by any court or
      governmental body having jurisdiction over the Issuer or SINA, the Debt
      Securities will be validly issued and will constitute valid and binding
      obligations of the Issuer in accordance with their terms, except as may be
      limited by applicable bankruptcy, insolvency, reorganization, moratorium
      or similar laws of general applicability relating to or affecting the
      rights of creditors and by general principles of equity.

            2. With respect to each Guarantee, when the Indenture has been duly
      authorized, executed and delivered by the Issuer, SINA, the guarantors
      named therein and the Trustee, and such Guarantee has been duly executed,
      authenticated, issued, delivered and paid for as contemplated by the
      Registration Statement and any prospectus supplement relating to such
      Guarantee and in accordance with the Indenture, assuming the terms of such
      Guarantee have been duly established so as not to violate any applicable
      law or result in a default under or breach of any agreement or instrument
      binding upon the Bahamanian Guarantor issuing such Guarantee and so as to
      comply with any requirement imposed by any court or governmental body
      having jurisdiction over such Bahamian Guarantor, such Guarantee will be
      validly issued and will constitute a valid and binding obligation of such
      Bahamian Guarantor in accordance with its terms, except as may be limited
      by applicable bankruptcy, insolvency, reorganization, moratorium or
      similar laws of general applicability relating to or affecting the rights
      of creditors and by general principles of equity.

            The opinions expressed above are limited to the laws of the
Commonwealth of the Bahamas.

            I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (and any amendments thereto) and to the use of my name
under the captions "Enforceability of Civil Liabilities" and "Legal Matters" in
the Prospectus. In giving such consent, I do not thereby

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concede that I am within the category of persons whose consent is required under
Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

                                                Very truly yours,

                                                /s/ Giselle M. Pyfrom

                                                Giselle M. Pyfrom


                                                                         Annex A


Bahamian Guarantors
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Sun International Bahamas Limited

Paradise Acquisitions Limited

Paradise Island Limited

Paradise Enterprises Limited

Island Hotel Company Limited

Paradise Beach Inn Limited