EXHIBIT 5.1


                  [STRADLING YOCCA CARLSON & RAUTH LETTERHEAD]


                                January 29, 2002


CKE Restaurants, Inc.
3916 State Street, Suite 300
Santa Barbara, California  93105

         Re:      Registration Statement of Form S-4


Dear Ladies and Gentlemen:


         At your request, we have examined the form of Registration Statement on
Form S-4 (the "Registration Statement") being filed by CKE Restaurants, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission on January 29, 2002, in connection with the registration under the
Securities Act of 1933, as amended, of up to 7,591,234 shares (the "Shares") of
common stock, par value $.01 per share, of the Company, to be issued by the
Company to the former stockholders of Santa Barbara Restaurant Group, Inc., a
Delaware corporation ("SBRG"), upon consummation of the merger (the "Merger") of
a wholly-owned subsidiary of the Company with and into SBRG, with SBRG emerging
as the surviving entity and wholly-owned subsidiary of the Company, pursuant to
the Agreement and Plan of Merger, dated as of December 20, 2001 and amended as
of January 24, 2002, by and between the Company and SBRG (the "Merger
Agreement").


         We have examined the proceedings heretofore taken, and are familiar
with the additional proceedings proposed to be taken, by the Company in
connection with the authorization and issuance of the Shares.

         Based upon such examination, and subject to compliance with applicable
state securities and "blue sky" laws, it is our opinion that the Shares, when
issued upon consummation of the Merger in accordance with the terms of the
Merger Agreement and in the manner described in the Registration Statement, will
be legally issued, fully paid and non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the heading "Legal Matters" in the
joint proxy statement/prospectus, which is a part of the Registration Statement.

                                             Very truly yours,

                                             /s/ Stradling Yocca Carlson & Rauth
                                             STRADLING YOCCA CARLSON & RAUTH