EXHIBIT 5.1
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                      February 13, 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
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                                   Miller & Holguin