
                                                   EXHIBIT 5-1
                                                  ------------
                                                    
                          May 18, 1998


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

     Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

      Our  opinion has been requested in connection  with  the
Registration Statement to which this opinion is  filed  as  an
exhibit  and  under which the following securities  are  being
registered:  (i) a total of 5,910,712 Shares of Common  Stock,
consisting  of  5,360,712 Outstanding  Shares,  50,000  Option
Shares  and 500,000 Warrant Shares, and (ii) 500,000  Warrants
(as such terms are defined in the Registration Statement).

     We  have  examined  the Registration Statement  and  have
examined,  and  have relied as to matters of  fact  upon,  the
originals or copies, certified or otherwise identified to  our
satisfaction, of such corporate records, agreements, documents
and  other  instruments  and such certificates  or  comparable
documents   of   public  officials  and   of   officers    and
representatives of the Company, and have made such  other  and
further  investigations,  as  we  have  deemed  relevant   and
necessary  as a basis for the opinion hereinafter  set  forth.
Based on and subject to the above, it is our opinion that  the
5,360,712 Outstanding Shares and the 500,000 Warrants are duly
authorized, legally issued, fully paid and non-assessable, and
that  the  50,000  Option Shares, when issued as  contemplated
under  the terms of the Options governing their issuance,  and
the  500,000 Warrant Shares, when issued as contemplated under
the  terms of the Warrants governing their issuance,  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 "Legal Matters"  in  the  prospectus
forming a part of the Registration Statement.

                                Very truly yours,
                                
                              /s/  Miller & Holguin
                              -------------------------
                              MILLER & HOLGUIN


