EXHIBIT 5



                       Winthrop, Stimson, Putnam & Roberts
                             One Battery Park Plaza
                             New York, NY 10004-1490
                                 (212) 858-1000





                                         January 28, 1999




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 600,000
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  Non  Employee  Directors'  Deferred  Fee 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;

                  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 and to the reference made to our firm under "Legal
Opinions" in the prospectus  constituting part of 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,



                                         /s/ Winthrop, Stimson, Putnam & Roberts