
                                                       EXHIBIT 8.1
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                           Miller & Holguin            
                              Letterhead


                           August 28, 1997




Sun World International, Inc.
16350 Driver Road
Bakersfield, California 93308

Ladies and Gentlemen:

We have acted as special 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 "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, we hereby advise you that the statements
made in the Registration Statement under the caption "Federal United
States Tax Consequences," insofar as they purport to constitute
summaries of matters of United States federal income tax law and
regulations or legal conclusions with respect thereto, constitute
accurate summaries of the matters described therein in all material
respects.

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 "Federal United States Tax Consequences" in the Prospectus
included therein..

Very truly yours,


/s/ Miller & Holguin
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    Miller & Holguin

    


