Exhibit 8.2


            [Clanahan, Tanner, Downing & Knowlton, P.C. Letterhead]

                                 June 27, 2000

The Writer Corporation
6061 South Willow Drive, Suite 232
Englewood, Colorado 80111

  Re: Opinion on Tax Matters with regard to the Agreement and Plan of Merger
      dated as of April 14, 2000 among Standard Pacific Corp., The Writer
      Corporation, and TWC Acquisition Corp.

Ladies and Gentlemen:

   You have asked us for our opinion regarding certain U.S. federal income tax
matters in connection with the merger (the "Merger") of The Writer Corporation,
a Colorado corporation ("Writer"), into TWC Acquisition Corp., a Delaware
corporation ("Newco"), to be accomplished pursuant to an Agreement and Plan of
Merger by and among Standard Pacific Corp. ("Standard Pacific"), Writer, and
Newco dated April 14, 2000 (the "Merger Agreement"). Any capitalized terms used
but not defined herein will have the meanings ascribed to such terms in the
Merger Agreement.

   In making the opinions expressed below, we have examined and relied upon (i)
the Merger Agreement, (ii) the Registration Statement on Form S-4, as filed by
Standard Pacific with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), including the Proxy
Statement of Writer together with all amendments thereto (the "Registration
Statement"), and (iii) documents delivered in connection with the transactions
contemplated by the Merger Agreement as a basis for the opinions expressed
below (collectively, all documents referred to in this paragraph are defined as
the "Transaction Documents").

   In addition to the Transaction Documents, we have examined the articles of
incorporation of Writer, its bylaws and relevant minutes of corporate action,
and have made such other investigations as we deemed relevant, necessary or
appropriate as a basis for the opinions expressed in this letter. In stating
our opinions, we have relied upon and assumed the genuineness of all
signatures, the legal capacity of all individual signatories, the authenticity
of all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as certified, photostatic, or conformed
copies, and the authenticity of the originals of all such copies. Also, we
assume that the parties to the documents referenced in this opinion, had all
requisite right, power, and authority and had taken all necessary action to
empower them to enter into those documents executed by them in connection with
this transaction and that they have duly executed and delivered, or will duly
execute and deliver, all documents requiring execution or delivery by them.

   As to certain matters of fact relevant to this opinion, we will rely upon
the representations and warranties of Writer, Standard Pacific and Newco as set
forth in representation letters which we expect to be delivered at closing. We
have assumed and will assume that all statements, covenants, facts,
representations and warranties made in the Transaction Documents and such
representation letters are true, correct and accurate as of the date hereof and
as of the Closing Date without regard to any qualification stated therein and
without undertaking an independent investigation to verify such statements,
covenants, facts, representations and warranties contained therein.

   In making the opinions expressed below, we have relied upon and assumed that
the respective parties to the Transaction Documents and all parties referred to
therein will comply with the terms, conditions, requirements and provisions of
the Transaction Documents, and that none of the terms, conditions, requirements
or provisions contained therein have been or will be waived or modified in any
material respect.


   On the basis of and subject to the foregoing, it is our opinion as of the
date hereof and under existing law, that:

   1. The Merger, when consummated, will qualify for U.S. federal income tax
purposes as a reorganization within the meaning of Code (S)368(a);

   2. Subject to the assumptions, limitations and qualifications set forth
therein, the statements in the Registration Statement under the heading "The
Merger--Material Federal Income Tax Consequences of the Merger," insofar as
such statements purport to summarize the federal income tax laws of the United
States of America and legal conclusions with respect thereto, constitute a fair
description of the material United States federal income tax consequences of
the Merger to The Writer Corporation and its shareholders.

   Our opinions are based upon the Internal Revenue Code of 1986, as amended
(the "Code"), applicable Treasury regulations, rulings and decisions
thereunder, each as in effect on the date hereof. The Code and such
regulations, rulings and decisions may be affected by amendments to the Code or
to Treasury regulations thereunder or by subsequent judicial or administrative
interpretation thereof, any of which may have retroactive effect, and our
opinion is qualified in this respect. We express no opinions other than as to
the federal income tax laws of the United States of America and we do not
address the various state, local, or foreign tax consequences that may result
from the transactions contemplated by the Merger Agreement.

   This opinion letter is furnished to you solely for your benefit in
connection with the preparation of the Registration Statement and is not to be
used, circulated, quoted or otherwise referred to for any other purpose or
relied upon by any other person without our express written permission.

   This opinion is given as of the date hereof and no undertaking is made to
advise you of future events which could have an effect upon the opinions
expressed herein.

   We consent to the filing of this opinion letter with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the heading "The Merger--Material Federal Income Tax Consequences of
the Merger" in the Registration Statement. In giving this consent, we do not
admit that we are within the category of persons whose consent is required
under Section 7 of the Act or the general rules and regulations of the
Commission.

                                        Very truly yours,

                                        /s/ Clanahan, Tanner, Downing &
                                         Knowlton, P.C.

                                        Clanahan, Tanner, Downing & Knowlton,
                                         P.C.