May 6, 2004


Board of Directors
Pure Cycle Corporation
8451 Delaware Street
Thornton, Colorado 80260

          Re:  Registration on Form S-8 of 4,200,000 Shares of Common Stock to
               Be Issued Pursuant to the Pure Cycle Corporation Equity Incentive
               Plan, Option Agreement, Non-Statutory Stock Option and 2004
               Equity Incentive Plan

Gentlemen :

          We  have acted as counsel to Pure Cycle Corporation (the "Company") in
connection  with  the  registration by the Company of 4,200,000 shares of Common
Stock  (1/3  of  $.01  par  value) (the "Shares"), described in the Registration
Statement  on  Form  S-8  of  the  Company  being  filed with the Securities and
Exchange  Commission  concurrently herewith.  The Shares will be issued pursuant
to  the  Company's  Equity Incentive Plan, Option Agreement, Non-Statutory Stock
Option, and 2004 Equity Incentive Plan (the "Plans").

          In  such  connection,  we  have examined certain corporate records and
proceedings  of  the Company, including actions taken by the Company relating to
the  authorization  and  issuance  of  the  Shares, and such other matters as we
deemed  appropriate.

          Based  on  the  foregoing,  we are of the opinion that the Shares have
been  duly  authorized  and,  when  sold  as  contemplated  in the Plans and the
Registration Statement, will be legally issued, fully paid and non-assessable.

          We  hereby  consent  to the reference to this firm in the Registration
Statement as the counsel who will pass on the validity of the Shares.  In giving
this consent we do not hereby admit that we are in the category of persons whose
consent  is  required under Section 7 of the Securities Act of 1933, as amended.

                                   Sincerely,

                                   /s/

                                   Davis Graham & Stubbs llp