The three-judge panel called the severely overcrowded conditions appalling and unconstitutional. Even the Corrections Department's own video illustrates the problem.
Attorney General Jerry Brown wants to appeal.
"Government is established to protect the safety and security of its citizens, and these wholesale releases are totally incompatible with that," said Brown.
The ruling is a victory for inmates who began their legal battle 14 years ago, claiming overcrowding was cruel and unusual punishment.
Their attorney thinks the money that's spent on housing them can now be spent on local rehab programs.
"If this is done properly, which I believe it can be, the public will actually be safer with these prisoners out," said Inmates' attorney Don Specter.
The release order shouldn't really surprise anyone. Lawmakers have known for years such an order was a possibility, yet bickered endlessly over how to improve things.
Time is now running out. While the order stops short of an edict for immediate release, the judges want an inmate reduction plan by the middle of next month.
"We don't want to be in a position where the courts say, you've had long enough, open the gates and let them go," said California Corrections Secretary Matthew Cate.
To ease the budget crisis, Governor Schwarzenegger already has a plan to reduce the inmate population by some 27,000 through changes in the parole system for low level offenders.
But, crime victims groups are nervous about how the state will meet the judges' higher number.
"To get to the 44,000 or 45,000, you are going to have to release dangerous criminals back into society," said Christine Ward from the Crime Victims Action Alliance.
State figures show 59 percent of those released from prison are back within three years.
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