Exhibit 5.1
| May 26, 2011 | Ropes & Gray LLP |
Domino’s Pizza, Inc.
30 Frank Lloyd Wright Drive
Ann Arbor, Michigan 48106
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an aggregate of 500,000 shares of Common Stock, $0.01 par value (the “Shares”), of Domino’s Pizza, Inc., a Delaware corporation (the “Company”), issuable under the Domino’s Pizza, Inc. Employee Stock Payroll Deduction Plan, as amended (the “Plan”).
We are familiar with the actions taken by the Company in connection with the adoption of the Plan. For purposes of our opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary. The opinions expressed below are limited to the Delaware General Corporation Law, including the statutory provisions and the reported judicial decisions interpreting those laws.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such 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.
It is understood that this opinion is to be used only in connection with the offer and sale of Shares while the Registration Statement is in effect.
| Very truly yours, |
| /s/ Ropes & Gray LLP |
| Ropes & Gray LLP |
