1
Exhibit 8.1
[LATHAM & WATKINS LETTERHEAD]
June 6, 1996
Summit Family Restaurants Inc.
440 Lawndale Drive
Salt Lake City, Utah 84115-2917
Re: CKE Restaurants, Inc. Registration
Statement on Form S-4
----------------------------------
Ladies/Gentlemen:
You have requested our opinion concerning the material federal
income tax consequences to holders of the stock of Summit Family Restaurants
Inc. ("Summit") of the merger of a newly-formed, wholly-owned subsidiary of CKE
Restaurants, Inc., with and into Summit, in connection with the Registration
Statement on Form S-4 filed with the Securities and Exchange Commission on
June 6, 1996 (the "Registration Statement").
The facts, as we understand them, and upon which with your
permission we rely in rendering the opinion expressed herein, are set forth in
the Registration Statement. Based on such facts, it is our opinion that the
material federal income tax consequences are accurately set forth under the
heading "Certain Federal Income Tax Consequences" in the Registration
Statement. No opinion is expressed as to any matter not discussed therein.
This opinion is based on various statutory provisions,
regulations promulgated thereunder and interpretations thereof by the Internal
Revenue Service and the courts having jurisdiction over such matters, all of
which are subject to change either prospectively or retroactively. Also, any
variation or difference in the facts from those set forth in the Registration
Statement may affect the conclusion stated herein.
2
Summit Family Restaurants Inc.
June 6, 1996
Page 2
This opinion is rendered to you solely for use in connection
with the Registration Statement. We consent to your filing this opinion as an
exhibit to the Registration Statement and to the reference of our firm under
the heading "Certain Federal Income Tax Consequences."
Very truly yours,
/s/ LATHAM & WATKINS