Exhibit 5
February 14, 2003
Piccadilly Cafeterias, Inc.
3232 Sherwood Forest Blvd.
Baton Rouge, LA 70816
Gentlemen:
We have acted as counsel for Piccadilly Cafeterias, Inc., a Louisiana corporation (the "Company"), in connection with the Company's registration statement on Form S-8 (the "Registration Statement") with respect to the issuance by the Company of 250,000 shares of the Common Stock of the Company, no par value per share (the "Common Stock"), pursuant to the terms of the Piccadilly Cafeterias, Inc. Directors Stock Plan (the "Plan").
Based upon the foregoing, and upon our examination of such matters as we deem necessary in order to furnish this opinion, we are of the opinion that the shares of Common Stock referred to herein, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
| JONES, WALKER, WAECHTER | |
| POITEVENT, CARRÈRE & DENÈGRE, L.L.P. | |
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| By: | /s/Margaret F. Murphy |
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| Margaret F. Murphy |
