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                                                            EXHIBIT 5.1 AND 23.1

                                 JONES & KELLER
                                  [Letterhead]

                                October 6, 1995

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 up to 171,391 shares
of Common Stock, no par value, to be issued in connection with the Plan and
Agreement of Merger and Exchange dated as of the 28th day of November, 1994 by
and between Insurance Investors & Holding Co., Central Investors Life Insurance
Company of Illinois, Citizens, Inc. (the "Company"), and Citizens Acquisition,
Inc. 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).

         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, the above-referenced 171,391 shares of
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.