

                                                             EXHIBIT 5.1
                                                             -----------

                              June 26, 2001


Cadiz Inc.
100 Wilshire Boulevard
Suite 1600
Santa Monica, CA 90401-1111

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

Ladies and Gentlemen:

Our opinion has been requested in connection with the registration
statement on Form S-8 with which this opinion is being filed as an
exhibit (the "Registration Statement") relating to the issuance of
up to 1,000,000 shares (the "Award Shares") of the Company's par
value $.01 per share common stock pursuant to the Company's 2000
Stock Award Plan (the "Award Plan").

We have examined a copy of the Award Plan and 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 Award
Shares, when issued pursuant to the terms of the Award 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 Part II, Item 5,
"Interests of Named Experts and Counsel," in the Registration Statement.

                              Very truly yours,

                              /s/ Miller & Holguin
                              --------------------
                              Miller & Holguin
