EXHIBIT 8.1
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Miller & Holguin
Letterhead
October 8, 1997
Sun World International, Inc.
16350 Driver Road
Bakersfield, California 93308
Ladies and Gentlemen:
We have acted as counsel for Sun World International, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement
on Form S-4 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), relating to the issuance by
the Company of $115,000,000 aggregate principal amount of 11 1/4% First
Mortgage Notes due 2004 ("Exchange Notes") which are to be offered by the
Company in exchange for $115,000,000 aggregate principal amount of its
outstanding 11 1/4% First Mortgage Notes due 2004 (the "Old Notes").
We have examined the Registration Statement and the Indenture dated as of
April 16, 1997 (the "Indenture") between the Company and IBJ Schroder Bank
and Trust Company, as Trustee (the "Trustee"), which has been filed with
the Commission as an Exhibit to the Registration Statement. In addition,
we have examined, and have relied as to matters of fact upon, the originals
or copies, certified or otherwise identified to our satisfaction, of such
corporate records, agreements, documents and other instruments and such
certificates or comparable documents of public officials and of officers
and representatives of the Company, and have made such other and further
investigations, as we have deemed relevant and necessary as a basis for the
opinion hereinafter set forth.
We have assumed the genuiness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the authenticity of
the originals of such latter documents.
Based on the foregoing, and subject to the qualifications and limitations
stated herein, our opinion is as set forth in the Prospectus in the
Registration Statement under the heading "United States Federal Tax
Consequences."
We are members of the Bar of the State of California and we do not express
any opinion herein concerning any law other than the federal law of the
United States.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption
"United Federal States Tax Consequences" in the Prospectus included
therein.
Very truly yours,
/s/ Miller & Holguin
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Miller & Holguin