
                                                       EXHIBIT 5.1
                                                      -----------
                                
                           May 7, 1997
                                
                                
Cadiz Land Company, Inc.
10535 Foothill Blvd., Suite 150
Rancho Cucamonga, CA 91730

Re:  Registration Statement No. 333-19109 on Form S-1 (the "Registration 
     Statement")

Ladies and Gentlemen:

    Our opinion has been requested in connection with the
Registration Statement filed by Cadiz Land Company, Inc., a
Delaware corporation (the "Company"), with the Securities and
Exchange Commission relating to the offer and sale by certain
security holders of the Company named therein (the "Selling
Security Holders") of a total of 8,777,368 shares (the "Shares") of
Common Stock of the Company, consisting of 677,902 Placement
Shares, 7,368,249 Conversion Shares, 366,217 Dividend Shares,
50,000 Option Shares and 315,000 Warrant Shares, and 315,000 
Warrants (as such terms are defined in the Registration Statement).

    We have examined such corporate records and other documents and
have made such examinations of law as we have deemed relevant. 
Based on and subject to the above, it is our opinion that the
Placement Shares, the Conversion Shares, the Dividend Shares, 
and the Options and the Warrants are duly authorized, legally 
issued, fully paid and non-assessable, and that the Option Shares
and the Warrant Shares when issued as contemplated under the terms 
of the agreements and instruments governing their issuance, will 
be duly authorized, legally issued, fully paid and non-assessable.

    We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement.  This opinion supersedes and replaces our
previous opinion dated April 29, 1997.

    

Very truly yours,


/S/  Miller & Holguin
-----------------------------
    MILLER & HOLGUIN



