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Exhibit 5.1
[STRADLING, YOCCA, CARLSON & RAUTH LETTERHEAD]
June 6, 1996
CKE Restaurants, Inc.
1200 North Harbor Boulevard
Anaheim, California 92801
Re: Registration Statement on Form S-4
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Gentlemen:
At your request, we have examined the 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 in connection with the registration under the Securities Act of
1933, as amended, of up to 1,068,442 shares of Common Stock (the "Common
Stock") of the Company which are to be issued in the merger (the "Merger")
of Summit Merger, Inc., a Delaware corporation and wholly-owned subsidiary of
the Company, with and into Summit Family Restaurants Inc., a Delaware
corporation ("Summit").
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, issue and sale of the shares of Common
Stock.
Based upon such examination, and subject to compliance with applicable
state securities and "blue sky" laws, it is our opinion that the shares of
Common Stock, when issued to the former stockholders of Summit following the
effectiveness of the Merger, in the manner described in the Registration
Statement, will constitute legally issued and outstanding shares of the
Company's Common Stock, 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 caption "Legal
Matters" in the Proxy Statement/Prospectus, which is a part of the Registration
Statement.
Respectfully Submitted,
/s/ STRADLING, YOCCA CARLSON & RAUTH