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                                                                     EXHIBIT 5.1
 
                  [STRADLING YOCCA CARLSON & RAUTH LETTERHEAD]
 
                                  May 14, 1998
 
CKE Restaurants, Inc.
1200 North Harbor Boulevard
Anaheim, California 92801
 
          Re: Registration Statement on Form S-4
 
Ladies and Gentlemen:
 
     At your request, we have examined the Registration Statement on Form S-4
filed by CKE Restaurants, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission on May 14, 1998 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of an aggregate of up to 4,500,000 shares (the "Shares") of
Common Stock, par value $.01 per share, of the Company (the "Common Stock"),
that may be offered and issued by the Company from time to time in connection
with the acquisition by the Company, directly or indirectly, of various
businesses or assets or interests therein.
 
     As your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
the Company in connection with the authorization, issuance and sale of the
Shares.
 
     Based on the foregoing, it is our opinion that the Shares, when authorized
by the Company and issued and sold in the manner described in the Registration
Statement, will be validly issued, fully paid and nonassessable.
 
     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 "Validity of Common
Stock" in the Prospectus which forms a part of the Registration Statement.
 
                                          Very truly yours,
 
                                          /s/ STRADLING YOCCA CARLSON & RAUTH