EXHIBIT 5.1
-----------
January 24, 2002
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 1,623,184 shares of
common stock being registered, 40,000 shares which are
currently outstanding are duly authorized, legally issued,
fully paid and non-assessable, and 1,583,184 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 215,000 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