Cades Schutte LLP
               A Limited Liability Law Partnership
                 1000 Bishop Street, Suite 1500
                     Honolulu, Hawaii 96813


December 22, 2004


Maui Land & Pineapple Company, Inc.
120 Kane Street
P.O. Box 187
Kahului, Hawaii 96733-6687

     Re:  Maui Land & Pineapple Company, Inc.
          Registration Statement on Form S-8

Ladies and Gentlemen:

     In connection with the registration by Maui Land & Pineapple
Company,  Inc., a Hawaii corporation (the "Company"), of  200,000
shares  of  the  Company's  Common  Stock,  no  par  value   (the
"Shares"),  to  be issued pursuant to the Maui Land  &  Pineapple
Company,  Inc. Restricted Share Agreement for David  Cole,  dated
October  6, 2003 (the "Agreement"), under the Securities  Act  of
1933, as amended, on Form S-8 to be filed with the Securities and
Exchange  Commission  (the "Registration  Statement"),  you  have
requested our opinion set forth below.

     In  our capacity as your special counsel in connection  with
such registration, we are familiar with the proceedings taken and
proposed  to  be  taken  by the Company in  connection  with  the
authorization, issuance and sale of the Shares.  For the purposes
of  this  opinion, we have assumed that such proceedings will  be
timely  completed in the manner presently proposed.  In addition,
we  have examined such matters of fact and questions of law as we
have considered appropriate for purposes of this letter.

     We  are  opining  herein  as to the effect  on  the  subject
transaction of only the Business Corporation Act of the State  of
Hawaii,   including   statutory  and  reported   decisional   law
thereunder,  and  we  express  no opinion  with  respect  to  the
applicability thereto or the effect thereon of any other laws.

     Subject to the foregoing, it is our opinion that as  of  the
date hereof the Shares to be issued have been duly authorized  by
all   necessary  corporate  action  of  the  Company,  and,  upon
issuance,   delivery   and  payment  therefor   in   the   manner
contemplated  by  the  Agreement and the Registration  Statement,
will be validly issued, fully paid and nonassessable.

     We  consent to your filing this opinion as an exhibit to the
Registration Statement.

                                Very truly yours,



                                /s/ Cades Schutte LLP