EXHIBIT 5.1


                    [FORM OF OPINION OF RUTAN & TUCKER, LLP]

                               Rutan & Tucker, LLP
                         611 Anton Boulevard, Suite 1400
                          Costa Mesa, California 92626

                                     , 2005
Pacific Ethanol, Inc.
5711 N. West Avenue
Fresno, California 93711

RE:    REGISTRATION STATEMENT ON FORM S-1

Ladies and Gentlemen:

         We have acted as counsel to Pacific Ethanol, Inc., a Delaware
corporation (the "Company"), in connection with the pre-effective amendment of a
registration statement on Form S-1 to which this opinion is an exhibit (the
"Registration Statement") with respect to the offer and sale by the persons and
entities named in the Registration Statement (the "Selling Security Holders") of
up to an aggregate of 11,778,454 shares of the Company's common stock, par value
$0.001 per share (the "Shares"), comprising the following:

         (a)      8,825,867 outstanding Shares (the "Outstanding Shares"); and

         (b)      2,952,587 Shares (the "Warrant Shares") that are issuable upon
                  exercise of outstanding common stock purchase warrants (the
                  "Warrants") as described in the Registration Statement.

         We are familiar with the corporate actions taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares and have made such other legal and factual inquiries as we deem
necessary for purposes of rendering this opinion. We have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies and the authenticity of the originals of such copied documents. We
have also assumed that the Outstanding Shares and the Warrant Shares are and
will be evidenced by appropriate certificates that have been properly executed
and delivered.

         Based on the foregoing and in reliance thereon, and subject to the
qualifications and limitations set forth below, we are of the opinion that:

         1. The Outstanding Shares are validly issued, fully paid and
non-assessable.

         2. The Warrant Shares have been duly authorized and, when issued upon
exercise of each of the Warrants in accordance with their respective terms,
including payment of the applicable exercise price, will be validly issued,
fully paid and non-assessable.

         You have informed us that the Selling Security Holders 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 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.

                                                              Very truly yours,