EXHIBIT 5








                                                     January 20, 1998




Citizens Utilities Company
Three High Ridge Park
Stamford, CT  06905

Gentlemen:

     As  special  counsel to  Citizens  Utilities  Company  (the  "Company"),  a
Delaware corporation (the "Company"),  in connection with the registration under
the Securities Act of 1933 (the "Act"),  of up to 12,000,000  shares (subject to
adjustment) of common stock of the Company, par value $.25 per share, to be sold
or delivered by the Company from time to time pursuant to the Citizens Utilities
Company 1996 Equity  Incentive Plan ("Plan"),  we have examined the registration
statement on Form S-8 (the  "Registration  Statement")  in regard  thereto filed
under the Act and such other documents as we have  considered  necessary for the
purposes of this  opinion.  Based upon such  examination,  we hereby  advise you
that:

     We are of the opinion that, in the event that  originally  issued shares of
common  stock of the Company  shall be sold or  delivered  to Plan  participants
pursuant to the provisions of the Plan (the "Offered  Stock"),  and such Offered
Stock is sold or  delivered  in  accordance  with the Plan and the  Registration
Statement,  as amended or supplemented from time to time, upon completion of the
steps  enumerated in the next  succeeding  paragraph,  the Offered Stock will be
validly issued, fully paid and non-assessable.

     The steps which are referred to in the foregoing opinion are:

     (a) It shall be determined  that the public service  commissions,  or other
regulatory  agencies or bodies,  or other political  entities relating to public
utilities  matters of the  pertinent  states shall be without  jurisdiction,  or
shall have declined to exercise  jurisdiction  over the issuance and sale of the
Offered  Stock  pursuant to the Plan,  or shall have issued  appropriate  orders
approving and authorizing the issuance of the Offered Stock pursuant to the Plan
and such orders shall be in full force and effect;

     (b) An appropriate order of the Federal Energy  Regulatory  Commission with
respect to the  issuance of the Offered  Stock  pursuant to the Plan shall be in
full force and effect;

     (c)  The  Offered  Stock  shall  have  been  duly  issued,   delivered  and
consideration  therefore received in accordance with the provisions of the Plan,
and any conditions to transferability or exercisability by the Plan participants
shall have been fulfilled and satisfied.

     We have assumed that the consideration received will equal or exceed the 
par value per share of the Offered Stock.

     We are  members  of the bar of the  State of New  York.  In  rendering  the
foregoing  opinion  we  express no opinion as to laws other than the laws of the
State of New York, the General  Corporation Law of the State of Delaware and the
Federal laws of the United States.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement.  In giving such consent, we do not hereby 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 Securities and Exchange Commission.

                                   Very truly yours,
                                   Winthrop, Stimpson, Putnam & Roberts