EXHIBIT 5.1

                       [Letterhead of Meritz & Muenz LLP]

                                 March 23, 2005
Pacific Ethanol, Inc.
3300 University Drive, Suite 201
Coral Springs, Florida 33065

Ladies and Gentlemen:

         At your request, we have examined the form of registration statement on
Form S-8 (the "Registration Statement") to be filed by Pacific Ethanol, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), for the purpose of registering 2,500,000 shares of common stock,
$.001 par value, of the Company (the "Shares"), to be sold by the Company upon
the exercise of stock options to be granted by the Company under its 2004 Stock
Option Plan. The Shares will be offered and sold pursuant to the Company's
Registration Statement to be filed with the Commission.

         We are familiar with the proceedings taken and proposed to be taken in
connection with the issuance and sale of the securities in the manner set forth
in the Registration Statement. Subject to completion of the proceedings
contemplated in connection with the foregoing matters, we are of the opinion
that all of the Shares to be sold pursuant to the Registration Statement have
been duly authorized, and are validly issued, fully paid and nonassessable.

         You have informed us that the Company may sell the Shares from time to
time on a delayed or continuous basis. This opinion is limited to the General
Corporation Law of the State of Delaware ("DGCL"), including the statutory
provisions of the DGCL, all applicable provisions of the Constitution of the
State of Delaware and all reported judicial decisions interpreting these laws,
and federal law, exclusive of state securities and blue sky laws, rules and
regulations.

         We hereby consent to the use of our name under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement and to
the filing of this opinion as Exhibit 5.1 to the Registration Statement.

         In giving this consent, we do not admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the General Rules and Regulations of the Securities and
Exchange Commission.

                                               Respectfully submitted,

                                               /s/ MERITZ & MUENZ, LLP