1 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.