EXHBIT 5.1


                           July 28, 2006



Cadiz Inc.
777 S. Figueroa St., Suite 4250
Los Angeles, California 90017

     Re:  Form S-3 Registration Statement
          2,221,909 shares of common stock, par value $0.01 per share
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Ladies and Gentlemen:

     You have requested our opinion, as set forth below, in
connection with the Registration Statement on Form S-3 filed with
the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, by Cadiz Inc., a Delaware
corporation (the "Company") as to which this opinion is being filed
as an exhibit (the "Registration Statement").  The Registration
Statement relates to the registration of 2,221,909 shares of common
stock of the Company, par value $0.01 per share (the "Shares"), all
of which are being offered for sale by certain stockholders (the
"Selling Stockholders") of the Company.

     In our capacity as your 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 and, for the
purposes of this opinion, have assumed such proceedings will be
timely completed in the manner contemplated in the Registration
Statement.  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 only of the General Corporation Law of the State of
Delaware, including statutory provisions and all applicable
provisions of the Delaware Constitution and reported judicial
decisions interpreting those laws, 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 have been duly authorized by all necessary
corporate action of the Company, and have been or, upon issuance
thereof, will be validly issued, fully paid and nonassessable.

     We consent to your filing this opinion as an exhibit to the
Registration Statement and the reference to our firm contained
under the heading "Legal Matters."

                       Very truly yours,

                       /s/ STEPHAN, ORINGHER, RICHMAN, THEODORA & MILLER, P.C.
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                       STEPHAN, ORINGHER, RICHMAN, THEODORA & MILLER, P.C.