EXHIBIT 5.1


                    [DAVIS GRAHAM & STUBBS LLP LETTERHEAD]




                                  June 10, 2004

Board of Directors
Pure Cycle Corporation
8451 Delaware Street
Thornton, Colorado 80260

      Re:  Registration Statement on Form SB-2 (File No. 333-114568)

Ladies and Gentlemen:

      We have acted as counsel to Pure Cycle Corporation (the "Company"), a
Delaware corporation, in connection with the filing of a Registration Statement
on Form SB-2 (File No. 333-114568), as amended (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission"). The Registration
Statement relates to the registration of 3,686,172 shares of the Company's
common stock, $.00333 par value per share (the "Shares") consisting of 700,000
shares offered by the Company (the "Company Shares"), 2,505,367 offered by
certain Pure Cycle selling stockholders, and the issuance and sale by the
Company of up to an additional 480,805 shares if and to the extent the
underwriters exercise an over-allotment option granted by the Company (the
"Over-Allotment Shares").

      This opinion is delivered pursuant to the requirements of Item 601(b)(5)
of Regulation S-B under the Act.

      In rendering this opinion, we have examined such documents and records,
including an examination of originals or copies certified or otherwise
identified to our satisfaction, and matters of law as we have deemed necessary
for purposes of this opinion. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the originals of all documents submitted to
us as copies.

      We do not express any opinion herein concerning any law other than the
General Corporation Law of the State of Delaware, including the provisions of
the Delaware Constitution and the reported judicial decisions interpreting such
law, except that with respect to certain matters of Delaware law, we have relied
upon the opinion of Richards, Layton & Finger, P.A., dated as of the date
hereof. We express no opinion with respect to any other law of the State of
Delaware or any other jurisdiction.




      Based upon the foregoing and subject to the qualifications and limitations
stated herein, we are of the opinion that:

      1.  The Company Shares and the Shares that underlie options and warrants
held by the selling shareholders, when and if issued and sold as contemplated in
the Registration Statement, will be legally and validly issued, fully paid and
non-assessable.

      2.  When the (i) Underwriting Agreement has been duly executed and
delivered and the over-allotment contained therein has been duly exercised by
the Underwriters and (ii) certificates representing the Over-Allotment Shares in
the form of the specimen certificate examined by us have been manually signed by
an authorized officer of the transfer agent and registrar for the common stock
and registered by such transfer agent and registrar, and have been delivered to
and paid for by the Underwriter at a price per share not less than the per share
par value of the common stock as contemplated by the Underwriting Agreement, the
issuance and sale of the Over-Allotment Shares will have been duly authorized,
and the Over-Allotment Shares will be validly issued, fully paid and
non-assessable.

      3.  The remaining Shares have been legally and validly issued and are
fully paid and non-assessable.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules of the Commission.

                                          Very truly yours,

                                          /s/ Davis Graham & Stubbs LLP

                                          DAVIS GRAHAM & STUBBS LLP