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<TYPE>EX-5
<SEQUENCE>2
<FILENAME>exh_5-1.txt
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                                       Exhibit 5.1


                        November 14, 2006



Cadiz Inc.
777 S. Figueroa Street, Suite 4250
Los Angeles, California 90017

      Re:   Form S-8 Registration Statement
            50,000 shares of common stock, par value $0.01 per share
            --------------------------------------------------------

Ladies and Gentlemen:

     You have requested our opinion, as set forth below, in
connection with the Registration Statement on Form S-8 filed with
the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, by Cadiz Inc., a Delaware
corporation (the "Company") as to which this opinion is being
filed as an exhibit (the "Registration Statement").  The
Registration Statement relates to the registration of 50,000
shares of common stock of the Company, par value $0.01 per share
(the "Shares"), all of which are being offered for sale by
certain stockholders (the "Selling Stockholders") of the Company.

     In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and
proposed to be taken by the Company in connection with the
authorization, issuance and sale of the Shares and, for the
purposes of this opinion, have assumed such proceedings will be
timely completed in the manner contemplated in the Registration
Statement.  In addition, we have examined such matters of fact
and questions of law as we have considered appropriate for
purposes of this letter.

     We are opining herein as to the effect on the subject
transaction only of the General Corporation Law of the State of
Delaware, including statutory provisions and all applicable
provisions of the Delaware Constitution and reported judicial
decisions interpreting those laws, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of
any other laws.

     Subject to the foregoing, it is our opinion that, as of the
date hereof, the Shares have been duly authorized by all
necessary corporate action of the Company, and have been or, upon
issuance thereof, will be validly issued, fully paid and
nonassessable.

     We consent to your filing this opinion as an exhibit to the
Registration Statement and the reference to our firm contained
under the heading "Legal Matters."


                              Very truly yours,

                              /s/ STEPHAN, ORINGHER, RICHMAN,
                                  THEODORA & MILLER, P.C.
                              ----------------------------------
                              STEPHAN, ORINGHER, RICHMAN,
                              THEODORA & MILLER, P.C.



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