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


                        December 12, 2001



Cadiz Inc.
100 Wilshire Boulevard
Suite 1600
Santa Monica, CA 90401-11111

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.

     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 Cadiz Inc. (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:  (i) of the total
1,623,184 shares of common stock being registered, 40,000 shares
which are currently outstanding are duly authorized, legally
issued, fully paid and non-assessable, and 1,583,184 shares of
common stock, when issued as contemplated under the terms of the
agreements, warrants or convertible preferred stock governing
their issuance, will be duly authorized, legally issued, fully
paid and non-assessable; and (ii) the warrants to purchase
215,000 shares of common stock being registered are 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


