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                                                                     EXHIBIT 8.1

                           [BRYAN CAVE LLP LETTERHEAD]





                                  April 3, 2002



Stifel Financial Corporation                    Stifel Financial Capital Trust I
501 North Broadway                              501 North Broadway
St. Louis, Missouri 63102                       St. Louis, Missouri 63102

                  Re:  Registration Statement on Form S-3

Gentlemen:

                  We have acted as special tax counsel for Stifel Financial
Corporation, a Delaware corporation (the "Company"), and Stifel Financial
Capital Trust I (the "Trust"), a statutory business trust created under the laws
of Delaware, in connection with the above-captioned Registration Statement on
Form S-3, filed with the Securities and Exchange Commission (the "Commission")
on March 27, 2002, under the Securities Act of 1933, as amended (the "Act") (the
"Registration Statement"), for the purpose of registering the Cumulative Trust
Preferred Securities (the "Preferred Securities") to be issued by the Trust and
with respect to the Preferred Securities Guarantee and the Junior Subordinated
Debentures (the "Debentures") to be issued by the Company to the Trust in
connection with such issuance of the Preferred Securities. All capitalized terms
not otherwise defined herein shall have the meaning as described in the
Registration Statement.

                  In rendering this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the Trust
Agreement dated as of March 21, 2002; (ii) the Amended and Restated Trust
Agreement of the Trust; (iii) the form of Certificate Evidencing Preferred
Securities of the Trust; (iv) the form of the Preferred Securities Guarantee
Agreement; (v) the form of the Indenture; and (vi) the form of the Debentures.
We have also made such investigations of law and fact as we have deemed
necessary or appropriate for purposes of rendering the opinions set forth
herein.

                  We hereby confirm that the statements contained under the
heading "Federal Income Tax Consequences" in the Prospectus for the offering of
the Preferred Securities filed as part of the Registration Statement
("Prospectus") insofar as such statements constitute matters of law or legal
conclusions, as qualified therein, are our opinion and such statements are true,
correct and complete in all material respects. Although such


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Stifel Financial Corporation
Stifel Financial Capital Trust I
April 3, 2002
Page 2


statements do not purport to discuss all possible United States federal income
tax consequences of the purchase, ownership and disposition of Preferred
Securities, it is our opinion that such statements are, in all material
respects, a fair and accurate summary of the United States federal income tax
consequences of the purchase, ownership and disposition of Preferred Securities,
based upon current law as they relate to holders described therein. It is
possible that contrary positions with regard to the purchase, ownership and
disposition of the Preferred Securities may be taken by the Internal Revenue
Service (the "Service") and that a court may agree with such contrary positions.

                  Based upon the facts, assumptions and representations set
forth or referred to herein, and the accuracy of such facts, assumptions and
representations as of the date hereof, and assuming full compliance with the
terms of the Amended and Restated Trust Agreement of the Trust and the
Indenture, it is our opinion that (1) the Debentures will be treated as
indebtedness of the Company for United States federal income tax purposes, and
(2) the Trust will be classified for United States federal income tax purposes
as a grantor trust and not as an association taxable as a corporation.
Accordingly, each beneficial owner of Preferred Securities will be treated as
owning an undivided beneficial interest in the Debentures.

                  The opinions expressed in this letter are based on the
Internal Revenue Code of 1986, as amended, the Income Tax Regulations
promulgated by the Treasury Department thereunder and judicial authorities
reported as of the date hereof. We have also considered the position of the
Service reflected in published and private rulings. There can be no assurances,
however, that future legislation or administrative changes, court decisions or
interpretations of the Service will not significantly modify the statements or
opinions expressed herein.

                  Our opinion is being furnished in connection with the filing
of the Registration Statement and is limited to the United Stated federal income
tax issues specifically considered herein. We do not express any opinion as to
any other United States federal income tax issues or any state or local tax
issues. Although the opinions herein are based upon our best interpretation of
existing sources of law and expresses what we believe a court would properly
conclude if presented with these issues, no assurance can be given that such
interpretations would be followed if they were to become the subject of judicial
or administrative proceedings.

                  We hereby consent to the use of our name under the captions
"Federal Income Tax Consequences" and "Legal Matters" in the Prospectus and the
filing of this opinion with the Commission as Exhibit 8.1 to the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is



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Stifel Financial Corporation
Stifel Financial Capital Trust I
April 3, 2002
Page 3


required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder. This opinion is expressed as of the date
hereof and applies only to the disclosures set forth in the Prospectus and
Registration Statement. We disclaim any undertaking to advise you of any
subsequent changes of the facts stated or assumed herein or any subsequent
changes in applicable law.

                                                     Very truly yours,

                                                     /s/ BRYAN CAVE LLP



