October [  ], 1995

          Citizens Utilities Company 
          Citizens Utilities Capital, L.P.
          Citizens Utilities Trust
          High Ridge Park, Bldg. No. 3
          P.O. Box 3801
          Stamford, Connecticut 06905

                         Re:  Registration No. 33-[       ]
                              Registration Statement on Form S-3

          Ladies and Gentlemen:

                    We have acted as special counsel for Citizens
          Utilities Company, a Delaware corporation (the
          "Company"), Citizens Utilities Capital, L.P., a Delaware
          limited partnership (the "Partnership") and Citizens
          Utilities Trust, a Delaware business trust (the "Trust")
          in connection with the above captioned registration
          statement on Form S-3 filed with the Securities and
          Exchange Commission (the "Commission") on October [  ],
          1995, and Amendment No.1 thereto, filed with the
          Commission on October [ ], 1995 for the purpose of
          registering (i) up to $201,250,000 of [  ]% Citizens
          Utilities Convertible Preferred Securities (liquidation
          preference $50 per preferred security) of the Trust (the
          "Preferred Securities"), representing undivided
          beneficial interests in the assets of the Trust, (ii) up
          to $201,250,000 of Partnership Preferred Securities of
          the Partnership (the "Partnership Securities"), (iii) up
          to $201,250,000 aggregate principal amount of [   ]%
          Convertible Subordinated Debentures Due 2035 (the
          "Subordinated Debt Securities") issued by the Company to
          the Partnership in connection with the sale of the
          Preferred Securities and (iv) shares of Common Stock
          Series A of the Company ("Common Stock") issuable upon
          conversion of the Subordinated Debt Securities. 

                    We hereby confirm that, although the discussion
          set forth in the above captioned registration statement
          under the heading "CERTAIN FEDERAL INCOME TAX
          CONSIDERATIONS" does not purport to discuss all possible
          United States federal income tax consequences of the
          purchase, ownership, disposition and conversion of
          Preferred Securities, in our opinion such discussion
          constitutes, in all material respects, a fair and
          accurate summary of the United States federal income tax
          consequences of the purchase, ownership, disposition and
          conversion of Preferred Securities, based upon current
          law.  It is possible that contrary positions may be taken
          by the Internal Revenue Service and that a court may
          agree with such contrary positions.
                   This opinion is furnished to you solely for
          your benefit in connection with the filing of the
          Registration Statement and, except as set forth in the
          next sentence, is not to be used, circulated, quoted or
          otherwise referred to for any other purpose or relied
          upon by any other person for any purpose without our
          prior written consent.  We also consent to the use of our
          name under the heading "Legal Matters" in the form of
          Prospectus included as an exhibit to the Registration
          Statement.  We hereby consent to the filing of this
          opinion with the Commission as Exhibit 8 to the
          Registration Statement.  In giving this consent, we do
          not thereby admit that we are within the category of
          persons whose consent is 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 unless otherwise expressly stated and 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,