Exhibit 5.5

                [Letterhead of SMITH-HUGHES, RAWORTH & McKENZIE]


25th November, 1997

Sun International Hotels Limited
and Sun International North America, Inc.

Dear Sirs:

SUN INTERNATIONAL HOTELS LIMITED

This opinion is being provided to you by the undersigned as British Virgin
Islands counsel for Sun International Hotels Limited (the "Issuer") and Sun
International Management Limited, a wholly owned subsidiary of the Issuer (the
"Guarantor"). We have acted as counsel to the Issuer and the Guarantor 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 obligators, of US$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 Guarantor of a certain guarantee
(the "Guarantee") of the Debt Securities and (iii) the registration by certain
other 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.


25th November, 1997                                                       Page 2
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In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below. Our opinion
assumes that the definitive Indenture will be in substantially the form filed as
an Exhibit to the Registration Statement.

Based upon the foregoing, we are of the following opinion:

1.    When the Indenture has been duly authorised, executed and delivered by the
      Issuer, SINA, 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 the Guarantor and so as to comply
      with any requirement imposed by any court or governmental body having
      jurisdiction over the Guarantor, the Guarantee will be validly issued and
      will constitute a valid and binding obligation of the 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 British Virgin
Islands.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (and any amendments thereto) and to the use of our name
under the caption "Legal Matters" in the Prospectus. In giving such consent, we
do not thereby concede that we are within the category of persons whose consent
is required under Section 7 of the Act or the Rules and Regulations of the
Commission thereunder.

Yours faithfully,
SMITH-HUGHES, RAWORTH & MCKENZIE


/s/ Robert I. McIntyre

Robert I. McIntyre