EXHIBIT 99.2


                            [UBS WARBURG LETTERHEAD]

                                  July 3, 2002

The Board of Directors
Seminis, Inc.
2700 Camino del Sol
Oxnard, California 93030


 Dear Members of the Board of Directors:

        We understand that Seminis, Inc., a Delaware corporation (the
"Company"), is considering a transaction (the "Exchange") whereby the Company
would issue to Savia, S.A. de C.V. ("Savia") shares of Class A Common Stock, par
value $0.01 per share, of the Company (the "Class A Common Stock") in exchange
for the cancellation of (i) all of the outstanding shares of Class C Redeemable
PIK Preferred Stock, par value $0.01 per share, of the Company (the "Class C
Preferred Stock") held by Savia, together with all accrued and unpaid PIK
dividends on such Class C Preferred Stock as of the date of the Exchange (the
"Accrued Class C PIK Dividends") and the Remaining Class C Cash Dividends (as
defined below), and (ii) any and all rights associated with the APIC (as defined
below), together with all accrued and unpaid PIK dividends on the APIC as of the
date of the Exchange (the "Accrued APIC PIK Dividends") and all accrued and
unpaid cash dividends on the APIC as of the date of the Exchange (the "Accrued
APIC Cash Dividends"). As used herein, "Remaining Class C Cash Dividends" means
(i) the amount of all accrued and unpaid cash dividends on the Class C Preferred
Stock held by Savia as of the date of the Exchange less (ii) an amount equal to
$15,000,000, representing accrued and unpaid cash dividends on the Class C
Preferred Stock held by Savia as of the date of the Exchange that the Company
has agreed to pay in cash pursuant to the Exchange Agreement (as defined below).
The terms and conditions, of the Exchange are more fully set forth in the
Exchange Agreement, dated as of July 3, 2002 (the "Exchange Agreement"), by and
between Savia and the Company.

        Savia and its affiliates are referred to herein, collectively, as the
"Affiliated Stockholders." The Class A Common Stock and the Class B Common
Stock, par value $0.01 per share, of the Company (the "Class B Common Stock")
are referred to herein, together, as the "Common Stock." The term "Public
Stockholders," as used herein, means holders of Common Stock, in each case other
than the Affiliated Stockholders and other than holders of Class B Common Stock
that also hold Class B Redeemable




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Preferred Stock, par value $0.01 per share, of the Company (the "Class B
Preferred Stock").

        We understand, and have assumed for purposes of this opinion, that Savia
owns as of the date hereof, and will own as of the date of the Exchange, 12,018
shares of Class C Preferred Stock (Stated Value $10,000 per share), with an
aggregate liquidation preference of $120,181,364 (the "Class C Liquidation
Preference"), which number of shares and liquidation preference includes Accrued
Class C PIK Dividends. Such shares represent all of the issued and outstanding
shares of Class C Preferred Stock. We further understand, and have assumed for
purposes of this opinion, that in October and November 2000 Savia made
additional capital contributions to the Company (the "APIC"), which total as of
the date hereof, and which will total as of the date of the Exchange,
$46,695,372 (the "APIC Liquidation Preference"), which amount includes Accrued
APIC PIK Dividends. We also understand, and have assumed for purposes of this
opinion, that the Remaining Class C Cash Dividends equal $3,010,738 and the
Accrued APIC Cash Dividends equal $6,997,911.

        The Exchange Agreement provides that in the Exchange Savia would receive
an aggregate of 37,669,480 shares of Class A Common Stock (the "Consideration")
in exchange for the cancellation of the Class C Liquidation Preference, the APIC
Liquidation Preference, the Remaining Class C Cash Dividends and the Accrued
APIC Cash Dividends.

        At the direction of the Company, we have assumed for purposes of this
opinion that the APIC has legal and economic rights and terms equivalent in all
respects to those of shares of Class C Preferred Stock having an aggregate
liquidation preference (including accrued and unpaid PIK dividends thereon)
equal to $46,695,372, which rights include the right to receive or accrue
dividends thereon in the same manner and form as the Class C Preferred
Stock and at a rate equivalent to the dividend rate for the Class C Preferred
Stock. We further have assumed for purposes of this opinion that the Board of
Directors of the Company will have adopted, prior to the consummation of the
Exchange, a resolution ratifying the legal and economic rights and terms of the
APIC as equivalent in all respects to those of shares of Class C Preferred
Stock, as described in the immediately preceding sentence.

        You have requested our opinion as to the fairness from a financial point
of view to the Public Stockholders of the Consideration to be received by Savia
in the Exchange.

        UBS Warburg LLC ("UBSW") has acted, and continues to act, as
restructuring and strategic advisor to the Board of Directors of the Company in
connection with the Exchange, certain other refinancing and recapitalization
transactions and certain other proposed transactions and has received or will
receive fees for its services in such




                                      -3-


capacities. Such capacities include, among others, UBSW acting as book manager
for the proposed debt offering by the Company and UBSW participating in the
Company's proposed new credit facility, in each case, for which UBSW will
receive a fee for its services. UBSW also will receive a fee upon delivery of
this opinion. In the past, UBSW and its predecessors have provided investment
banking services to the Company and received customary compensation for the
rendering of such services. In the ordinary course of business, UBSW, its
successors and affiliates may trade securities of the Company and Savia for
their own accounts and the accounts of their customers and, accordingly, may at
any time hold a long or short position in such securities.

        Our opinion does not address the Company's underlying business decision
to effect the Exchange. At your direction, we have not been asked to, nor do we,
offer any opinion as to the structure or form of the Exchange. Our opinion also
does not address the timing or initiation of the Exchange or the process or
procedures followed by the Board of Directors of the Company or the Special
Committee of Independent Directors. At your direction, we have not been asked
to, nor do we, express any opinion to the Affiliated Stockholders or to the
holders of Class B Preferred Stock or any Opinion with respect to the fairness
from a financial point of view to the Affiliated Stockholders or to the holders
of Class B Preferred Stock of the Consideration to be received by Savia in the
Exchange. We also express no opinion as to the prices at which the Common Stock
may trade in the future. In rendering this opinion, we have assumed, with your
consent, that the final executed form of the Exchange Agreement does not differ
in any material respect from the draft that we have examined, and that the
parties to the Exchange Agreement will comply with all the material terms of the
Exchange Agreement.

        In arriving at our opinion, we have, among other things: (i) reviewed
certain publicly available business and historical financial information
relating to the Company, (ii) reviewed certain internal financial information
and other data relating to the business and financial prospects of the Company,
including estimates and financial forecasts prepared by management of the
Company, that were provided to us by the Company and were not publicly
available, (iii) conducted discussions with members of the senior management of
the Company concerning the business and financial prospects of the Company, (iv)
reviewed publicly available financial and stock market data with respect to
certain other companies in lines of business we believe to be generally
comparable to those of the Company, (v) compared the financial terms of the
Class C Preferred Stock with the publicly available financial terms of certain
other securities which we believe to be generally relevant, (vi) considered
certain pro forma effects of the Exchange on the Company's financial statements
prepared by Company management, (vii) reviewed a draft of the Exchange Agreement
and (viii) conducted such other financial studies, analyses, and investigations,
and considered such other information as we deemed necessary or appropriate.




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        In connection with our review, at your direction, we have not assumed
any responsibility for independent verification for any of the information
reviewed by us for the purpose of this opinion and have, with your consent,
relied on such information being complete and accurate in all material respects.
In addition, at your direction, we have not made any independent evaluation or
appraisal of any of the assets or liabilities (contingent or otherwise) of the
Company, nor have we been furnished with any such evaluation or appraisal. With
respect to the financial forecasts, estimates, pro forma effects and other
calculations, financial information and data prepared by the Company, we have
assumed, at your direction, that they have been reasonably prepared on a basis
reflecting the best currently available estimates and judgments of the
management of the Company as to the future performance of the Company. Our
opinion is necessarily based on economic, monetary, market and other conditions
as in effect on, and the information made available to us as of, the date
hereof. In this regard we note that market conditions on the date hereof are
unusually volatile and we have, with your approval, assumed that these
conditions are temporary.

        Based upon and subject to the foregoing, it is our opinion that, as of
the date hereof, the Consideration to be received by Savia in the Exchange is
fair, from a financial point of view, to the Public Stockholders.


                                           Very truly yours,

                                           UBS WARBURG LLC


By: /s/ STEVEN D. SMITH                    By: /s/ JEFFREY RAICH
    ---------------------------------          ---------------------------------
    Name: Steven D. Smith                      Name: Jeffrey Raich
    Title: Managing Director                   Title: Managing Director