Exhibit 5.4

                  [Letterhead of ROME McGUIGAN SABANOSH, P.C.]

                                          November 25, 1997

Sun International Hotels Limited

Sun International North America, Inc.

Re:   $300,000,000 Sun International Hotels Limited and Sun International North
      America, Inc. Registration Statement on Form F-3 under the Securities Act
      of 1933

Gentlemen:

      We have acted as special Connecticut counsel for Sun International Hotels
Limited and Sun International North America, Inc. (collectively, the "Issuers"),
in connection with the filing by the Issuers, Sun Cove, Ltd., a corporation
organized and existing under the laws of the State of Connecticut ("Sun Cove"),
and certain other guarantors with the Securities and Exchange Commission (the
"Commission") of a registration statement on Form F-3 (the "Registration
Statement") and the prospectus included therein (the "Prospectus") under the
Securities Act of 1933 (the "Act"), for the purpose of registering debt
securities in an aggregate amount of $300,000,000 (the "Debt Securities") and
the guarantee thereof (the "Guarantee") by, among others, Sun Cove. The Debt
Securities and the Guarantee are being registered pursuant to an Indenture (the
"Indenture") among the Issuers, Sun Cove, certain other guarantors and a trustee
(the "Trustee") to be named in a prospectus supplement relating to the Debt
Securities.

      In connection with the foregoing, we have examined and relied upon such
documents, records, certificates of public officials and of officers of the
Issuers and/or Sun Cove, as we have considered relevant and necessary as the
basis for the opinion hereinafter set forth. We have assumed, without
independent investigation, the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to the originals of all documents submitted to us as
copies.

      The opinions expressed herein are limited to the existing laws of the
State of Connecticut.

      All opinions expressed herein are subject to the effect of applicable
bankruptcy, insolvency, fraudulent conveyance,


Sun International Hotels Limited
Sun International North America, Inc.
November 25, 1997
Page 2


reorganization, moratorium and similar laws now or hereafter in effect relating
to creditors' rights generally and to general principles of equity.

      Based upon and subject to the foregoing, it is our opinion that:

      1.    When the Indenture has been duly authorized, executed and delivered
            by the Issuers, the guarantors named therein and the Trustee, and
            the Guarantee has been duly executed, authenticated, issued,
            delivered and paid for as contemplated by the Registration Statement
            and any prospectus supplement relating to the Guarantee and in
            accordance with the Indenture, assuming the terms of the 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 Sun Cove and so as to comply with any
            requirement imposed by any court or governmental body having
            jurisdiction over Sun Cove, the Guarantee will be validly issued and
            will constitute a valid and binding obligation of Sun Cove in
            accordance with its terms.

      We hereby consent to the use of our name under the caption "Legal Matters"
in the Prospectus forming a part of the Registration Statement and to the
filing, as an exhibit to the Registration Statement and any amendments thereto,
of this opinion. In giving such consent we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.

                                                Sincerely,

                                                ROME McGUIGAN SABANOSH, P.C.


                                                /s/ ROME McGUIGAN SABANOSH, P.C.