EXHIBIT 5.1
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                             June 28, 1999



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

Re: Cadiz Inc. (the "Company") - Registration Statement 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 1,000,000
shares (the "Option Shares") of the Company's par value $.01 per share common
stock and 1,000,000 options (the "Options") pursuant to the Company's 1996
Stock Option Plan, as amended to date (the "Option Plan").

We have examined a copy of the Option Plan 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, 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