[LETTERHEAD]




                                    December 18, 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:


         1.     Distributions on Series A Preferred Stock, whether paid in 
cash or in additional shares of Series A Preferred Stock ("Dividend Shares"), 
will be taxable (a) as ordinary dividend income to the extent that the cash 
amount oR the fair market value of the Dividend Shares on the date of 
distribution does not exceed the Company's current or accumulated earnings 
and profits, (b) to the extent that the amount of distributions exceeds the 
Company's current or accumulated earnings and profits, as a return of capital 
and (c) any excess distribution that is greater than the holder's adjusted tax 
basis as capital gain, long- or short-term depending on the Holder's holding 
period for his/its Series A Preferred Stock.

         2.     Assuming that $793.96 of the purchase price of each Unit is 
allocated to the Series A Preferred Stock component thereof, each share of 
Series A Preferred Stock shall have $206.04 of "Series A Preferred Stock 
Discount, taxable as a constructive distribution to the holder over the term 
of the Series A Preferred Stock.
   
         3.    In the event the Company exercises its right to redeem the 
Series A Preferred Stock, the redemption proceeds will be treated as a sale or 
exchange if the holder does not own, actually or constructively (within the 
meaning of Section 318 of the Internal Revenue Code of 1986, as amended (the 
"Code")), any stock of the Company other than the stock redeemed.
    
   
    


Color Spot Nurseries, Inc.
December 18, 1997
Page 2

      4.      If a holder does own, actually or constructively, other stock 
of the Company, such redemption will be treated as a dividend to the extent 
of the Company's current or accumulated earnings and profits unless the 
distribution meets one of the tests of Section 302(b) of the Code, in which 
case such distribution shall be treated as a sale or exchange of the stock 
redeemed.

      5.      The sale or exchange of a warrant ordinarily will result in the 
recognition of gain or loss to the holder of the warrant in an amount equal 
to the difference between the amount realized on such sale or exchange and 
the holder's tax basis in the warrant.

      6.      No gain or loss will be recognized for federal income tax 
purposes upon exercise of a Warrant, except that gain will be recognized to 
the extent of cash received in lieu of fractional shares.
   
    
   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 taken 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. This opinion deals only 
with investors who hold Series A Preferred Stock and Warrants as "capital 
assets" within the meaning of the Code.
    


Color Spot Nurseries, Inc.
December 18, 1997
Page 3

   This opinion is rendered to you solely for the 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.