EXHIBIT 5.1
                                                        -----------
                                 
                          March 18, 1999




Cadiz Inc.
100 Wilshire Boulevard
Suite 1600
Santa Monica, California 90401

     Re:  Cadiz Inc. (the "Company") - Registration on Form S-8

Ladies and Gentlemen:

     Our   opinion  has  been  requested  in  connection  with  the
registration statement on Form S-8 with which this opinion is being
filed as an exhibit (the "Registration Statement") relating to  the
issuance of (i) up to 1,050,000 shares (the "Option Shares") of the
Company's  par  value  $.01  per share common  stock  (the  "Common
Stock")  and  500,000  options  (the  "Options")  pursuant  to  the
Company's 1998 Non-Qualified Stock Option Plan, as amended to  date
(the  "Option Plan"), and (ii) 18,750 shares of Common  Stock  (the
"Bonus   Shares")   pursuant  to  the  Company's   1998   Executive
Compensation Agreement (the "Compensation Agreement").

     We   have  examined  a  copy  of  the  Option  Plan  and   the
Compensation  Agreement  and  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  Options and Option Shares, when issued pursuant  to  the
terms  of  the  Option  Plan,  and the Bonus  Shares,  when  issued
pursuant to the terms of the Compensation Agreement, 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 Part
II,  Item  5,  "Interests of Named Experts  and  Counsel,"  in  the
Registration Statement.

Very truly yours,



/s/ Miller & Holguin
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MILLER & HOLGUIN