BROWNSTEIN HYATT FARBER & STRICKLAND, P.C.
                                ATTORNEYS AT LAW
                               TWENTY-SECOND FLOOR
                             410 SEVENTEENTH STREET
                           DENVER, COLORADO 80202-4437
                                 (303) 534-6335
                               FAX (303) 623-1956

                                WASHINGTON OFFICE
                          601 PENNSYLVANIA AVENUE, N.W.
                                    SUITE 900
                             WASHINGTON, D.C. 20004
                                 (202) 434-8377
                               FAX (202) 393-7864
                                        
                                December 11, 1997

Color Spot Nurseries, Inc.
3478 Buskirk Avenue, Suite 260
Pleasant Hill, CA 94523

Ladies and Gentlemen:

     You have requested our opinion concerning the material federal income 
tax consequences expected to result to holders of Color Spot Nurseries, Inc. 
Series A Cumulative Preferred Stock and warrants to purchase Common Stock 
from the transaction described in the Registration Statement on Form S-1 
filed with the Securities Exchange Commission (the "Commission") on November 
26, 1997 (File Number 333-37335) (the "Registration Statement").

     The facts, as we understand them, and upon which with your permission we 
rely in rendering the opinion expressed herein, are set forth in the 
Registration Statement.  Based on such facts, we are of the opinion that the 
applicable statements in the Registration Statement under the caption 
"Certain Federal Income Tax Considerations" to the extent that they 
constitute matters of law or legal conclusions, are a fair and accurate 
summary of the matters addressed therein, under existing law and the 
assumptions stated therein.  No opinion is expressed as to any matter not 
discussed therein.

     You should be aware, however, that these opinions represent our 
conclusions as to the application of existing law.  There can be no assurance 
that contrary positions may not be take by the Internal Revenue Service.  

     This opinion is based on various statutory provisions, regulations 
promulgated thereunder and interpretations thereof by the Internal Revenue 
Service and the courts having jurisdiction over such matters, all of which 
are subject to change either prospectively or retroactively.  Also, any 
variation or difference in the facts from those set forth in the Registration 
Statement may affect the conclusion stated herein.  



Color Spot Nurseries, Inc.
December 11, 1997
Page 2

     This opinion is rendered to you solely for use in connection with the 
Registration Statement.  We consent to your filing this opinion as an exhibit 
to the Registration Statement and to the reference of our firm under the 
heading "Certain Federal Income Tax Considerations."

                              Very truly yours,

                              BROWNSTEIN HYATT FARBER 
                              & STRICKLAND, P.C.