Exhibit 8.1


                                                    OUR FILE NUMBER: 19439.00054
                                       WRITER'S DIRECT DIAL NUMBER: 561-650-0642
                                      WRITER'S E-MAIL ADDRESS: KHART@GUNSTER.COM




                                September 4, 2003



The St. Joe Company
245 Riverside Avenue
Suite 500
Jacksonville, FL 32202

Gentlemen:

      We have served as your United States tax counsel in connection with the
registration under the Securities Act of 1933, as amended, pursuant to the
registration statement on form S-3 (registration number 333-108292) initially
filed with the Securities and Exchange Commission on September 5, 2003, relating
to shares of common stock of The St. Joe Company.

      In rendering this opinion, we have relied upon the factual statements in
such registration statement, and have assumed that such factual statements are
correct and complete, and we have reviewed such questions of law as we have
considered necessary to render this opinion. Based upon such assumptions and
review of legal issues, we are of the opinion that the statements in such
registration statement under the caption "Certain United States Tax Consequences
to Non-U.S. Holders of Common Stock"




which constitute conclusions of law are, subject to the qualifications stated
therein, accurate in all material respects, and fairly summarize the issues
addressed. This opinion is based upon the Internal Revenue Code of 1986, as
amended, Treasury regulations promulgated thereunder, Internal Revenue Service
rulings and pronouncements and judicial decisions rendered and in effect on the
date hereof. Please note that any of such legal authorities are subject to
change at any time with either prospective or retroactive effect. We express no
opinion regarding matters except the United States income tax law matters
described above.

      We hereby consent to filing this opinion as an exhibit to such
registration statement, but we do not thereby admit that we are among the
persons whose consent is required under ss. 7 of the Securities Act of 1933.


                               Very truly yours,

                               /s/ GUNSTER, YOAKLEY & STEWART, P.A.



KMH:ddg
WPB 728647.1

GUNSTER, YOAKLEY & STEWART, P.A.
ATTORNEYS AT LAW

                                        2