EXHIBIT 5.1

                       [LETTERHEAD OF RUTAN & TUCKER, LLP]

                               Rutan & Tucker, LLP
                         611 Anton Boulevard, Suite 1400
                          Costa Mesa, California 92626

                                November 22, 2005

Pacific Ethanol, Inc.
5711 N. West Avenue
Fresno, California 93711

RE: REGISTRATION STATEMENT ON FORM S-1

Ladies and Gentlemen:

     We have acted as counsel to Pacific Ethanol, Inc., a Delaware corporation
(the "Company"), in connection with Amendment No. 2 to Registration Statement on
Form S-1 (Reg. No. 333-127714) to which this opinion is an exhibit (the
"Registration Statement") with respect to the offer and sale by the persons and
entities named in the Registration Statement (the "Selling Security Holders") of
up to an aggregate of 11,778,454 shares of the Company's common stock, par value
$0.001 per share (the "Shares"), comprising the following:

     (a)  8,825,867 outstanding Shares (the "Outstanding Shares"); and

     (b)  2,952,587 Shares (the "Warrant Shares") that are issuable upon
          exercise of outstanding common stock purchase warrants (the
          "Warrants") as described in the Registration Statement.

     We are familiar with the corporate actions taken and proposed to be taken
by the Company in connection with the authorization, issuance and sale of the
Shares and have made such other legal and factual inquiries as we deem necessary
for purposes of rendering this opinion. We have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as copies and
the authenticity of the originals of such copied documents. We have also assumed
that the Outstanding Shares and the Warrant Shares are and will be evidenced by
appropriate certificates that have been properly executed and delivered.

     Based on the foregoing and in reliance thereon, and subject to the
qualifications and limitations set forth below, we are of the opinion that:

     1. The Outstanding Shares are validly issued, fully paid and
non-assessable.

     2. The Warrant Shares have been duly authorized and, when issued upon
exercise of each of the Warrants in accordance with their respective terms,
including payment of the applicable exercise price, will be validly issued,
fully paid and non-assessable.




     You have informed us that the Selling Security Holders may sell the Shares
from time to time on a delayed or continuous basis. This opinion is limited to
the General Corporation Law of the State of Delaware ("DGCL"), including the
statutory provisions of the DGCL, all applicable provisions of the Constitution
of the State of Delaware and all reported judicial decisions interpreting these
laws, and federal law, exclusive of state securities and blue sky laws, rules
and regulations.

     We hereby consent to the use of our name under the caption "Legal Matters"
in the prospectus forming a part of the Registration Statement and to the filing
of this opinion as Exhibit 5.1 to the Registration Statement. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the General Rules and Regulations of the Securities and Exchange Commission.

                                             Very truly yours,

                                             /s/ RUTAN & TUCKER, LLP