EXHIBIT 5.1
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[MILLER & HOLGUIN LETTERHEAD]
February 27, 1998
Cadiz Land Company, Inc.
100 Wilshire Boulevard
Suite 1600
Santa Monica, CA 90401
Re: Cadiz Land Company, Inc. (the "Company") - Registration on Form S-8
Ladies and Gentlemen:
Our opinion has been required in connection with the registration statement
on Form S-8 to be filed by the Company with the Securities and Exchange
Commission on or about February 27, 1998 ("Registration Statement")
relating to the issuance of 10,000 shares of the Company's par value $.01
per share common stock (the "Shares") pursuant to the Company's 1998 Stock
Bonus Plan (the "Plan").
We have examined such corporate records and other documents and have made
such examination of law as we have deemed relevant. Based on and subject
to the above, it is our opinion that the Shares, when issued pursuant to
the terms of the Plan, will be 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
"Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ Miller & Holguin
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Miller & Holguin