EXHIBIT 5.1

                     ALLEN MATKINS LECK GAMBLE & MALLORY LLP
                           333 BUSH STREET, 17TH FLOOR
                         SAN FRANCISCO, CALIFORNIA 94104
                               FAX (415) 837-1516
                            TELEPHONE (415) 837-1515

                                December 10, 2002



SonomaWest Holdings, Inc.
2064 Highway 116 North
Sebastopol, California 95472

Gentlemen:

     You  have  requested  our  opinion  with  respect  to  certain  matters  in
connection  with the filing by SonomaWest  Holdings,  Inc. (the  "Company") of a
registration  statement  on Form S-8  (the  "Registration  Statement")  with the
Securities and Exchange  Commission  covering the offering of 75,000 shares (the
"Shares")  of the  Company's  Common  Stock  reserved  for  issuance  under  the
Company's 2002 Stock Incentive Plan (the "Plan").

     In  connection  with this  opinion,  we have  examined  and relied upon the
Registration  Statement,  the Plan, the Company's  Articles of Incorporation and
Bylaws, as amended, and such other records, documents,  certificates,  memoranda
and other  instruments as in our judgment are necessary or appropriate to enable
us to render the opinion  expressed  below.  We have assumed the genuineness and
authenticity  of all documents  submitted to us as originals,  the conformity to
originals of all documents submitted to us as copies thereof, the legal capacity
of natural persons and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.

     This  opinion is based on a review of the laws of the State of  California,
including, but not limited to, the constitution, all statutes and administrative
and judicial decisions.  We disclaim any opinion as to any statute,  regulation,
ordinance, order or other promulgation of any other jurisdiction or any regional
or local government body.

     On the  basis of the  foregoing,  and in  reliance  thereon,  we are of the
opinion that the Shares of Common Stock of the Company to be issued  pursuant to
the terms of the Plan are validly authorized and, assuming: (a) no change occurs
in the applicable law or the pertinent  facts;  (b) the pertinent  provisions of
such blue-sky and securities  laws as may be applicable have been complied with;
(c) the Registration  Statement  becomes and remains effective during the period
when the  Shares  are  offered  and  issued;  and (d) the  Shares  are issued in
accordance  with the terms of the Plan,  the Shares of Common  Stock when issued
and sold by the Company,  after payment  therefore in the manner provided in the
Plan, will be validly issued, fully paid and nonassessable.

     This  opinion  is  rendered  to you in  connection  with  the  Registration
Statement  and is solely for your benefit and is not to be made  available to or
be relied upon by any other  person,  firm or entity  without our prior  written
consent.  We  disclaim  any  obligation  to advise you of any change of law that
occurs, or facts of which we may become aware, after the date of this opinion.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement.

                            Very truly yours,

                            Allen Matkins Leck Gamble & Mallory LLP