EXHIBIT 5.1



                                February 12, 2002

Citizens, Inc.
400 East Anderson Lane
Austin, Texas 78714-9151

Gentlemen:

         We have acted as special counsel for Citizens, Inc. in connection with
a Registration Statement on Form S-4, to be filed by the Company under the
Securities Act of 1933 with the Securities and Exchange Commission. The
Registration Statement relates to the proposed issuance of an undetermined
number of shares of Class A Common Stock, no par value, to be issued in
connection with the following two agreements: (a) Plan and Agreement of Exchange
between Lifeline Underwriters Life Insurance Company and Citizens, Inc. dated
November 20, 2001; and (b) Plan and Agreement of Exchange between Combined
Underwriters Life Insurance Company and Citizens, Inc. dated November 20, 2001.
Collectively, the preceding agreements are referred to herein as the "Exchange
Agreements". The number of shares to be issued will be equal in market value to
$12,140,000, with the per share market value of Citizens Class A common stock
being equal to the average closing price as reported on the American Stock
Exchange for the 20 trading days immediately preceding the effective date of the
proposed exchange. THE REGISTRATION STATEMENT AND EXHIBITS THERETO TO BE FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SUCH ACT ARE REFERRED TO
HEREIN AS THE "REGISTRATION STATEMENT".

         THIS LETTER IS GOVERNED BY, AND SHALL BE INTERPRETED IN ACCORDANCE
WITH, THE LEGAL OPINION ACCORD (THE "ACCORD") OF THE ABA SECTION OF BUSINESS LAW
(1991). AS A CONSEQUENCE, IT IS SUBJECT TO A NUMBER OF QUALIFICATIONS,
EXCEPTIONS, DEFINITIONS, LIMITATIONS ON COVERAGE AND OTHER LIMITATIONS, ALL AS
MORE PARTICULARLY DESCRIBED IN THE ACCORD, AND THIS LETTER SHOULD BE READ IN
CONJUNCTION THEREWITH.

         We have examined the Articles of Incorporation of the Company as filed
with the Colorado Secretary of State, the Bylaws of the Company, and the minutes
of the meetings and records of proceedings of the Board of Directors of the
Company, the applicable laws of the State of Colorado and a copy of the
Registration Statement.

         Based upon the foregoing, and having regard for such legal
considerations as we deemed relevant, we are of the opinion that when issued
pursuant to the Registration Statement and under the terms of the Exchange
Agreements, the shares of Class A Common Stock of the Company shall have been
legally issued, fully paid and non-assessable.






         We hereby consent to the use of this opinion as part of the
Registration Statement and to the reference to our name under the heading "Legal
Matters" in the Proxy Statement-Prospectus constituting a part of the
Registration Statement.

                                          Very truly yours,

                                          /s/ Jones & Keller, P.C.

                                          JONES & KELLER, P.C.



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