
                                                       EXHIBIT 5.1
                                                       ------------
                          December 2, 1997





Cadiz Land Company, Inc.
100 Wilshire Boulevard
Suite 1600
Santa Monica, California 90401-1111

Re:  Cadiz Land Company, Inc. (the "Company") - Registration on Form S-8

Ladies and Gentlemen:

     Our opinion has been requested in connection with the registration
statement on Form S-8 to be filed by the Company with the Securities and
Exchange Commission on or about December 2, 1997 ("Registration Statement")
relating to the offer and sale of 60,000 shares (the "Incentive  Shares")
of the Company's $0.01 par value common stock ("Common Stock") issuable
under the Company's 1997 Stock Incentive Plan (the "Incentive Plan").

     We have examined such corporate records and other documents and have
made such examination of law as we have deemed relevant.  Based on and
subject to the above, it is our opinion that the Incentive Shares, when
issued pursuant to the terms of the Incentive Plan, will be duly
authorized, legally issued, fully paid and non-assessable.

     We are members of the Bar of the State of California and we do not
express any opinion herein concerning any law other than the law of the
State of California, the General Corporation Law of the State of Delaware
and the federal law of the United States. 

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading
"Interests of Named Experts and Counsel" in the Registration Statement.

Very truly yours,


                                        /s/  Miller & Holguin         
                                        ---------------------------------
                                             MILLER & HOLGUIN




