8-K

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 8, 2011

Cadiz Inc.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-12114	77-0313235
(Commission File Number)	(IRS Employer Identification No.)

550 South Hope Street, Suite 2850, Los Angeles, California	90071
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (213) 271-1600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01     OTHER EVENTS

 On July 8, 2011, Cadiz Inc. (the “Company”) sold 363,636 shares of Common Stock (the “Shares”) to three institutional buyers at the price of $11.00 per share for total proceeds of $4,000,000.  The proceeds will be used to replace the Company's existing working capital facility and for general corporate purposes.  The Shares were registered with the Securities and Exchange Commission pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-174752), as the same may be amended and/or supplemented.

 A copy of the opinion of Theodora Oringher PC relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

 The following material is furnished pursuant to Item 9.01 as an exhibit to this Form 8-K.

(d) Exhibits

Exhibit Number	Description
5.1	Opinion of Theodora Oringher PC

SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Cadiz Inc.
By:	/s/ Timothy J. Shaheen
	Timothy J. Shaheen
	Chief Financial Officer

Dated:  July 11, 2011

EX-5.1

EXHIBIT 5.1

[Letterhead of Theodora Oringher PC]

July 11, 2011

Cadiz Inc.

550 South Hope Street, Suite 2850

Los Angeles, CA  90071

Re: Cadiz Inc. - Registration Statement on Form S-3

Ladies and Gentlemen:

 We have acted as counsel to Cadiz Inc., a Delaware corporation (the "Company") in connection with filing of a registration statement (the "Registration Statement") on Form S-3 (File No. 333-174752) with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the “Act”).  The Registration Statement, which was declared effective by the Commission on June 10, 2011, relates to the proposed offering and sale by the Company from time to time, as set forth in the prospectus contained in the Registration Statement (the “Prospectus”) and as shall be set forth in one or more supplements to the Prospectus (each, a “Prospectus Supplement”) of up to $50,000,000 aggregate offering price of shares of common stock of the Company, par value $0.01 per share (the "Shares").

 Reference is made to our opinion letter dated June 7, 2011 and included as Exhibit 5.1 to the Registration Statement.  We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on July 11, 2011 by the Company with the Commission pursuant to Rule 424 under the Act.  The Prospectus Supplement relates to the offering by the Company of up to 403,140 shares of the Company’s Common Stock (the “Shares”) covered by the Registration Statement.  You have confirmed to us that the Shares are to be offered and sold in the manner described in the Prospectus Supplement.

 In our capacity as your counsel in connection with such registration, we have reviewed the Prospectus Supplement, the Registration Statement and the exhibits thereto.  We have also reviewed such corporate documents and records of the Company, such certificates of public officials and officers of the Company and such other matters as we have deemed necessary or appropriate to enable us to render the opinions set forth herein.  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 the Shares have been duly authorized by all necessary corporate action of the Company, and when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Prospectus Supplement, 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”.  In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations thereunder.

Very truly yours,

/s/ Theodora Oringher PC

 Theodora Oringher PC