Exhibit 5.1
November 30, 2015
Famous Dave’s Of America, Inc.
12701 Whitewater Drive
Minnetonka, MN 55305
Re: Registration Statement on FormS-8
Ladies and Gentlemen:
We have acted on behalf of Famous Dave’s of America, Inc. (the “Company”) in connection with a Registration Statement on FormS-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission relating to 350,000 shares of Common Stock, $.01 par value, to be issued by the Company (the “Shares”), pursuant to the terms of the Famous Dave’s of America, Inc. 2015 Equity Incentive Plan, as amended (as so amended, the “2015 Plan”). Upon examination of such corporate and other documents and records as we have deemed necessary or advisable for the purposes hereof, it is our opinion that:
| | 1. | The Company is a validly existing corporation in good standing under the laws of the State of Minnesota; and |
| | 2. | The Shares, when issued and paid for as contemplated by the 2015 Plan, and when delivered against payment thereof in the manner contemplated by the 2015 Plan, will be validly issued, fully paid andnon-assessable. |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
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Very truly yours, |
|
/s/ Maslon LLP |
