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                                                            EXHIBIT 5.1 AND 23.1

                               JONES & KELLER, P.C.
                                ATTORNEYS AT LAW
                           1625 BROADWAY, SUITE 1600
                             DENVER, COLORADO 80202
                           TELEPHONE: (303) 573-1600
                           FACSIMILE: (303) 573-0769

                               November 12, 1996

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

Gentlemen:

         We have acted as special counsel for Citizens, Inc. ("Citizens") in
connection with a Registration Statement on Form S-4, to be filed by Citizens
under the Securities Act of 1933 with the Securities and Exchange Commission.
The Registration Statement relates to the proposed issuance of up to 133,212
shares of Common Stock, no par value, to be issued in connection with the
Merger relating to First American Investment Corporation. 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 Citizens as filed
with the Colorado Secretary of State, the Bylaws of Citizens, and the minutes
of the meetings and records of proceedings of the Board of Directors of
Citizens, 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 the
above-referenced 133,212 shares of Common Stock of Citizens are 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 this Information Statement-Prospectus constituting a part of
the Registration Statement.


                                           Very truly yours,

                                           /s/ Jones & Keller, P.C.
                                           Jones & Keller, P.C.