EXHIBIT 5.1
                                                            ___________
                            January 16, 2001
Cadiz Inc.
100 Wilshire Boulevard
Suite 1600
Santa Monica, CA 90401-11111

     Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

     Our opinion has been requested in connection with the Registration
Statement to which this opinion is filed as an exhibit.

     We have examined the Registration Statement and have examined, and
have relied as to matters of fact upon, the originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, documents and other instruments and such
certificates or comparable documents of public officials and of officers
and representatives of Cadiz Inc. (the "Company"), and have made such
other and further investigations, as we have deemed relevant and
necessary as a basis for the opinion hereinafter set forth. Based on and
subject to the above, it is our opinion that:  (i) of the total
2,667,861 shares of common stock being registered, 192,861 shares which
are currently outstanding are duly authorized, legally issued, fully
paid and non-assessable, and 2,475,000 shares of common stock, when
issued as contemplated under the terms of the agreements, warrants or
convertible preferred stock governing their issuance, will be duly
authorized, legally issued, fully paid and non-assessable; and (ii) the
warrants to purchase 1,150,000 shares of common stock being registered
are duly authorized, legally issued, fully paid and non-assessable.

     We are members of the Bar of the State of California and we do not
express any opinion herein concerning any law other than the law of the
State of California, the General Corporation Law of the State of
Delaware and the federal law of the United States.

     We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name under the heading
"Legal Matters" in the prospectus forming a part of the Registration
Statement.
                              Very truly yours,

                              /s/ Miller & Holguin
                              ____________________
                                  Miller & Holguin