Exhibit 5.1


                             ROSENMAN & COLIN LLP
                              575 MADISON AVENUE
                           NEW YORK, NEW YORK 10022

                               February 2, 1999
        


Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

We have acted as counsel to Carrols Corporation (the "Company"), a Delaware
corporation, in connection with the registration statement (the "Registration
Statement") on Form S-4 filed with the Securities and Exchange Commission on
February 2, 1999 in connection with the registration of $170,000,000 aggregate
principal amount of 9 1/2% Senior Subordinated Notes Due 2008 (the "Notes") of
the Company.

In rendering this opinion, we have examined (i) the Indenture between the
Company, the Guarantors named therein and IBJ Schroder Bank & Trust Company,
dated November 24, 1998, pursuant to which the Notes will be issued; (ii) the
Notes; (iii) the Registration Statement; (iv) the Restated Certificate of
Incorporation of the Company; (v) the Restated By-laws of the Company; (vi)
resolutions of the Board of Directors of the Company, dated May 12, 1998 and
November 18, 1998 and (vii) such other documents, and made such inquiries as to
questions of law, as we have deemed necessary. 

Based upon the foregoing, it is our opinion that when (i) the Notes have been
(a) duly authenticated in accordance with the Indenture and (b) issued,
exchanged, and delivered in the manner and for the consideration stated in the
Indenture, the Prospectus and the Letter of Transmittal, which have been, or
forms of which have been, filed as part of, or as exhibits to, the Registration
Statement; (ii) the Registration Statement has become effective under the
Securities Act of 1933, as amended, and (iii) the Notes have been qualified as
required under the laws of those jurisdictions in which they are to be issued
and exchanged, the Notes will be legally issued, fully paid and non-assessable
and valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, reorganization or other similar laws, now or
hereafter in effect, and equitable considerations of any court before which
enforcement may be sought. 

We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name in the Registration
Statement, including the Prospectus constituting a part thereof, and any
amendments or supplements thereto, under the caption "Legal Matters."

                                       Very truly yours,

                                       ROSENMAN & COLIN LLP



                                       By: /s/ David H. Landau
                                          --------------------      
                                          A Partner