Carrabba's Midwest S-4 Registration of securities issued in business combination transactions

Exhibit 5.1

May 9, 2008

OSI Restaurant Partners, LLC

OSI Co-Issuer, Inc.

2202 N. West Shore Blvd., 5th Floor

Tampa, Florida 33607

Re: $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc.

Ladies and Gentlemen:

We have acted as counsel to the OSI Restaurant Partners, LLC, a Delaware limited liability company (“OSI”), OSI Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer” and together with OSI collectively the “Co-Issuers”), each of the guarantors listed onExhibit I hereto (such listed guarantors, the “Delaware Corporate Guarantors”), each of the guarantors listed onExhibit II hereto (such listed guarantors, the “Delaware LLC Guarantors” and together with the Delaware Corporate Guarantors collectively the “Delaware Guarantors”), and the other guarantors listed on Exhibit III hereto (such listed guarantors, the “Other Guarantors” and, together with the Delaware Guarantors, collectively, the “Guarantors”) in connection with (i) the proposed issuance by the Co-Issuers in the exchange offer (the “Exchange Offer”) of up to $550,000,000 aggregate principal amount of their 10% Senior Notes due 2015 (the “Exchange Notes”) which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Co-Issuers’ outstanding 10% Senior Notes due 2015 (the “Outstanding Notes”),which have not been, and will not be, so registered, (ii) the guarantees of the Exchange Notes (the “Exchange Guarantees”) by each of the Guarantors and (iii) the preparation of the registration statement on Form S-4 (the “Registration Statement”) filed by the Co-Issuers and the Guarantors with the Securities and Exchange Commission (the “Commission”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of June 14, 2007, by and among the Co-Issuers, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, (as amended and supplemented the “Indenture”). The terms of the Exchange Guarantees are contained in the Indenture. This opinion is furnished in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Securities Act.

OSI Restaurant Partners, LLC OSI Co-Issuer, Inc. May 9, 2008

We have examined such documents and made such other investigation as we have deemed appropriate to render the opinions set forth below. As to matters of fact relevant to our opinion, we have relied, without making independent verification, on the accuracy of the representations and warranties of the Co-Issuers and the Guarantors contained in or made pursuant to the Indenture or certificates or other documents delivered in connection therewith, other information obtained from the Co-Issuers or the Guarantors and certificates of public officials and officers of the Co-Issuers and the Guarantors.

We express no opinion as to the laws of any jurisdiction other than those of the State of New York, the corporate laws of the State of Delaware, the limited liability company laws of the State of Delaware and the federal laws of the United States of America. Authorization of the Exchange Guarantees by the Guarantors organized under the laws of the State of Alabama are being opined upon for the Co-Issuers and the Guarantors by Bradley, Arant, Rose & White LLP. Authorization of the Exchange Guarantees by the Guarantors organized under the laws of the State of Florida, the State of Georgia, the State of Maryland or the State of Texas are being opined upon for the Co-Issuers and the Guarantors by Greenberg Traurig, LLP. Authorization of the Exchange Guarantees by the Guarantors organized under the laws of the State of Kansas are being opined upon for the Co-Issuers and the Guarantors by Bryan Cave LLP. Authorization of the Exchange Guarantees by the Guarantors organized under the laws of the State of New Mexico are being opined upon for the Co-Issuers and the Guarantors by Holland & Hart LLP. Authorization of the Exchange Guarantees by the Guarantors organized under the laws of the State of South Carolina are being opined upon for the Co-Issuers and the Guarantors by Nexsen Pruet Adams Kleemeier, LLC. Authorization of the Exchange Guarantees by the Guarantors organized under the laws of the State of West Virginia are being opined upon for the Co-Issuers and the Guarantors by Eckert Seamans Cherin & Mellott, LLC. We have assumed for purposes of our opinions expressed herein that the Exchange Guarantees have been duly authorized by all requisite corporate or other action of each of the Guarantors other than the Delaware Guarantors.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1. The Exchange Notes have been duly authorized by all requisite limited liability company action of OSI and, when executed and authenticated in accordance with the terms of the Indenture and delivered against receipt of a like aggregate principal amount of Outstanding Notes surrendered in exchange therefor upon completion of the Exchange Offer, the Exchange Notes will (subject to the qualifications in the penultimate paragraph set forth below) constitute legal, valid and binding obligations of OSI, enforceable against OSI in accordance with their terms.

2. The Exchange Notes have been duly authorized by all requisite corporate action of the Co-Issuer and, when executed and authenticated in accordance with the terms of the Indenture and delivered against receipt of a like aggregate principal amount of Outstanding Notes surrendered in exchange therefor upon completion of the Exchange

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OSI Restaurant Partners, LLC OSI Co-Issuer, Inc. May 9, 2008

Offer, the Exchange Notes will (subject to the qualifications in the penultimate paragraph set forth below) constitute legal, valid and binding obligations of the Co-Issuer, enforceable against the Co-Issuer in accordance with their terms.

3. The Exchange Guarantees by the Delaware Corporate Guarantors have been duly authorized by all requisite corporate action of the Delaware Corporate Guarantors.

4. The Exchange Guarantees by the Delaware LLC Guarantors have been duly authorized by all requisite limited liability company action of the Delaware LLC Guarantors.

5. Upon the due issuance, execution and authentication of the Exchange Notes in accordance with the terms of the Indenture and the Exchange Offer, such Exchange Notes shall be entitled to the benefits of the Exchange Guarantees by the Guarantors, which will (subject to the qualifications in the penultimate paragraph set forth below) constitute legal, valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

Our opinion that the Exchange Notes and Exchange Guarantees constitute legal, valid and binding obligations of the Co-Issuers and the Guarantors, respectively, enforceable against the Co-Issuers and the Guarantors, respectively, in accordance with their respective terms, is subject to, and we express no opinion with respect to, (i) bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights or remedies of creditors or secured parties generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus included therein. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

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Exhibit I

Delaware Corporate Guarantors

OS Capital, Inc.

OS Mortgage Holdings, Inc.

OS Restaurant Services, Inc.

Exhibit II

Delaware LLC Guarantors

Carrabba’s Designated Partner, LLC

Carrabba’s Kansas Designated Partner, LLC

Carrabba’s Midwest Designated Partner, LLC

Cheeseburger Designated Partner, LLC

Cheeseburger in Paradise, LLC

Cheeseburger Kansas Designated Partner, LLC

Outback Catering Designated Partner, LLC

Outback Designated Partner, LLC

Outback International Designated Partner, LLC

Outback Kansas Designated Partner, LLC

Outback Sports, LLC

Private Restaurant Master Lessee, LLC

Exhibit III

Other Guarantors

	Name of Guarantor	Jurisdiction
1.	Outback Alabama, Inc.	AL
2.	A La Carte Event Pavilion, Ltd.	FL
3.	Carrabba’s Italian Grill, LLC	FL
4.	Carrabba’s Italian Market, LLC	FL
5.	Carrabba’s of Baton Rouge, LLC	FL
6.	Carrabba’s Shreveport, LLC	FL
7.	Carrabba’s/Arizona-I, Limited Partnership	FL
8.	Carrabba’s/Birchwood, Limited Partnership	FL
9.	Carrabba’s/Bobby Pasta, Limited Partnership	FL
10.	Carrabba’s/Broken Arrow, Limited Partnership	FL
11.	Carrabba’s/Canton, Limited Partnership	FL
12.	Carrabba’s/Carolina-I, Limited Partnership	FL
13.	Carrabba’s/Central Florida-I, Limited Partnership	FL
14.	Carrabba’s/Chicago, Limited Partnership	FL
15.	Carrabba’s/Colorado-I, Limited Partnership	FL
16.	Carrabba’s/Crestview Hills, Limited Partnership	FL
17.	Carrabba’s/Dallas-I, Limited Partnership	FL
18.	Carrabba’s/DC-I, Limited Partnership	FL
19.	Carrabba’s/First Coast, Limited Partnership	FL
20.	Carrabba’s/Great Lakes-I, Limited Partnership	FL
21.	Carrabba’s/Gulf Coast-I, Limited Partnership	FL
22.	Carrabba’s/Heartland-I, Limited Partnership	FL
23.	Carrabba’s/Mid Atlantic-I, Limited Partnership	FL

	Name of Guarantor	Jurisdiction
24.	Carrabba’s/Mid East, Limited Partnership	FL
25.	Carrabba’s/New England, Limited Partnership	FL
26.	Carrabba’s/Ohio, Limited Partnership	FL
27.	Carrabba’s/Outback, Limited Partnership	FL
28.	Carrabba’s/Pensacola, Limited Partnership	FL
29.	Carrabba’s/Second Coast, Limited Partnership	FL
30.	Carrabba’s/South Florida-I, Limited Partnership	FL
31.	Carrabba’s/South Texas-I, Limited Partnership	FL
32.	Carrabba’s/Sun Coast, Limited Partnership	FL
33.	Carrabba’s/Texas, Limited Partnership	FL
34.	Carrabba’s/Tri State-I, Limited Partnership	FL
35.	Carrabba’s/Tropical Coast, Limited Partnership	FL
36.	Carrabba’s/Virginia, Limited Partnership	FL
37.	Carrabba’s/West Florida-I, Limited Partnership	FL
38.	Carrabba’s/Z Team Two-I, Limited Partnership	FL
39.	Carrabba’s/Z Team-I, Limited Partnership	FL
40.	Cheeseburger-Buckeye, Limited Partnership	FL
41.	Cheeseburger-Downer’s Grove, Limited Partnership	FL
42.	Cheeseburger-Illinois, Limited Partnership	FL
43.	Cheeseburger-Maryland, Limited Partnership	FL
44.	Cheeseburger-Michigan, Limited Partnership	FL
45.	Cheeseburger-Nebraska, Limited Partnership	FL
46.	Cheeseburger-Northern New Jersey, Limited Partnership	FL
47.	Cheeseburger-Northern Virginia, Limited Partnership	FL
48.	Cheeseburger-Ohio, Limited Partnership	FL

	Name of Guarantor	Jurisdiction
49.	Cheeseburger-South Carolina, Limited Partnership	FL
50.	Cheeseburger-South Eastern Pennsylvania, Limited Partnership	FL
51.	Cheeseburger-South Florida, Limited Partnership	FL
52.	Cheeseburger-Southern NY, Limited Partnership	FL
53.	Cheeseburger-West Nyack, Limited Partnership	FL
54.	Cheeseburger-Wisconsin, Limited Partnership	FL
55.	OS Asset, Inc.	FL
56.	OS Developers, LLC	FL
57.	OS Management, Inc.	FL
58.	OS Realty, LLC	FL
59.	OS Speedway, LLC	FL
60.	OS Tropical, LLC	FL
61.	OSF/CIGI of Evesham Partnership	FL
62.	OSI Gift Card Services, LLC	FL
63.	OSI International, LLC	FL
64.	Outback Catering Company, Limited Partnership	FL
65.	Outback Catering Company-II, Limited Partnership	FL
66.	Outback Catering of Pittsburgh, Ltd.	FL
67.	Outback Catering, Inc.	FL
68.	Outback Steakhouse International, LLC	FL
69.	Outback Steakhouse of Central Florida, Ltd.	FL
70.	Outback Steakhouse of Central Florida-II, Ltd.	FL
71.	Outback Steakhouse of Florida, LLC	FL
72.	Outback Steakhouse of Indianapolis, Ltd.	FL
73.	Outback Steakhouse of Kentucky, Ltd.	FL

	Name of Guarantor	Jurisdiction
74.	Outback Steakhouse of South Florida, Ltd.	FL
75.	Outback Steakhouse of Washington, D.C., Ltd.	FL
76.	Outback Steakhouse-NYC, Ltd.	FL
77.	Outback/Alabama-I, Limited Partnership	FL
78.	Outback/Alabama-II, Limited Partnership	FL
79.	Outback/Bayou-I, Limited Partnership	FL
80.	Outback/Bayou-II, Limited Partnership	FL
81.	Outback/Billings, Limited Partnership	FL
82.	Outback/Bluegrass-I, Limited Partnership	FL
83.	Outback/Bluegrass-II, Limited Partnership	FL
84.	Outback/Buckeye-I, Limited Partnership	FL
85.	Outback/Buckeye-II, Limited Partnership	FL
86.	Outback/Carrabba’s Partnership	FL
87.	Outback/Central Mass, Limited Partnership	FL
88.	Outback/Charlotte-I, Limited Partnership	FL
89.	Outback/Chicago-I, Limited Partnership	FL
90.	Outback/Cleveland-I, Limited Partnership	FL
91.	Outback/Cleveland-II, Limited Partnership	FL
92.	Outback/DC, Limited Partnership	FL
93.	Outback/Denver-I, Limited Partnership	FL
94.	Outback/Detroit-I, Limited Partnership	FL
95.	Outback/East Michigan, Limited Partnership	FL
96.	Outback/Empire-I, Limited Partnership	FL
97.	Outback/Hawaii-I, Limited Partnership	FL
98.	Outback/Heartland-I, Limited Partnership	FL

	Name of Guarantor	Jurisdiction
99.	Outback/Heartland-II, Limited Partnership	FL
100.	Outback/Indianapolis-II, Limited Partnership	FL
101.	Outback/Metropolis-I, Limited Partnership	FL
102.	Outback/Mid Atlantic-I, Limited Partnership	FL
103.	Outback/Midwest-I, Limited Partnership	FL
104.	Outback/Midwest-II, Limited Partnership	FL
105.	Outback/Missouri-I, Limited Partnership	FL
106.	Outback/Missouri-II, Limited Partnership	FL
107.	Outback/Nevada-I, Limited Partnership	FL
108.	Outback/Nevada-II, Limited Partnership	FL
109.	Outback/New England-I, Limited Partnership	FL
110.	Outback/New England-II, Limited Partnership	FL
111.	Outback/New York, Limited Partnership	FL
112.	Outback/North Florida-I, Limited Partnership	FL
113.	Outback/North Florida-II, Limited Partnership	FL
114.	Outback/Phoenix-I, Limited Partnership	FL
115.	Outback/Phoenix-II, Limited Partnership	FL
116.	Outback/Shenandoah-I, Limited Partnership	FL
117.	Outback/Shenandoah-II, Limited Partnership	FL
118.	Outback/South Florida-II, Limited Partnership	FL
119.	Outback/Southwest Georgia, Limited Partnership	FL
120.	Outback/Stone-II, Limited Partnership	FL
121.	Outback/Utah-I, Limited Partnership	FL
122.	Outback/Virginia, Limited Partnership	FL
123.	Outback/West Florida-I, Limited Partnership	FL

	Name of Guarantor	Jurisdiction
124.	Outback/West Florida-II, Limited Partnership	FL
125.	Outback/West Penn, Limited Partnership	FL
126.	Carrabba’s/Georgia-I, Limited Partnership	GA
127.	Outback Steakhouse International, L.P.	GA
128.	Outback Steakhouse of North Georgia-I, L.P.	GA
129.	Outback Steakhouse of North Georgia-II, L.P.	GA
130.	Outback Steakhouse of South Georgia-I, L.P.	GA
131.	Outback Steakhouse of South Georgia-II, L.P.	GA
132.	Carrabba’s Kansas, Inc.	KS
133.	Carrabba’s Midwest, Inc.	KS
134.	Carrabba’s/Kansas Two-I, Limited Partnership	KS
135.	Carrabba’s/Kansas-I, Limited Partnership	KS
136.	Carrabba’s/Midwest-I, Limited Partnership	KS
137.	Cheeseburger in Paradise of Kansas, Inc.	KS
138.	Cheeseburger-Kansas, Limited Partnership	KS
139.	Heartland Outback, Inc.	KS
140.	Heartland Outback-I, Limited Partnership	KS
141.	Heartland Outback-II, Limited Partnership	KS
142.	Carrabba’s of Bowie, LLC	MD
143.	Frederick Outback, Inc.	MD
144.	Outback of Aspen Hill, Inc.	MD
145.	Outback of Germantown, Inc.	MD
146.	Outback of Waldorf, Inc.	MD
147.	Outback & Carrabba’s of New Mexico, Inc.	NM
148.	Outback Steakhouse of South Carolina, Inc.	SC

	Name of Guarantor	Jurisdiction
149.	CIGI Beverages of Texas, Inc.	TX
150.	CIGI Holdings, Inc.	TX
151.	OBTex Holdings, Inc.	TX
152.	Outback Beverages of Texas, Inc.	TX
153.	Outback Steakhouse of Dallas-I, Ltd.	TX
154.	Outback Steakhouse of Dallas-II, Ltd.	TX
155.	Outback Steakhouse of Houston-I, Ltd.	TX
156.	Outback Steakhouse of Houston-II, Ltd.	TX
157.	Outback Steakhouse West Virginia, Inc.	WV