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EXHIBIT 5.1
[STRADLING YOCCA CARLSON & RAUTH LETTERHEAD]
April 28, 1999
CKE Restaurants, Inc.
401 W. Carl Karcher Way
Anaheim, California 92801
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-4
(File No. 333-76377) filed by CKE Restaurants, Inc., a Delaware corporation (the
"Company") and the Company's direct and indirect subsidiaries listed on the
facing page thereof (the "Subsidiary Guarantors") with the Securities and
Exchange Commission (the "Commission") in connection with the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of $200,000,000
aggregate principal amount of the Company's 9 1/8% Senior Subordinated Notes due
2009 (the "Exchange Notes"), and the offer to exchange (the "Exchange Offer")
the Exchange Notes for a like aggregate principal amount of the Company's
privately placed 9 1/8% Senior Subordinated Notes due 2009 (the "Old Notes").
The Exchange Notes will be issued pursuant to the terms of that certain
Indenture, dated as of March 4, 1999 (the "Indenture"), by and among the
Company, the Subsidiary Guarantors and The Chase Manhattan Bank and Trust
Company, National Association, as trustee (the "Trustee"), and the Exchange
Notes will be guaranteed on a senior subordinated basis by the Subsidiary
Guarantors (the "Subsidiary Guarantees") pursuant to the Indenture and pursuant
to the notation thereof endorsed on the Exchange Notes.
In connection with the preparation of this opinion, we have also
examined the Indenture, which contains the Subsidiary Guarantees, and the form
of Exchange Notes to be issued pursuant to the Indenture (collectively, the
"Exchange Note Documents"), and have examined such other documents and
considered such questions of law as we have deemed necessary or appropriate. We
have assumed that there are no other documents or agreements between the Company
and the Trustee which would expand or otherwise modify the respective rights and
obligations of the Company and the Trustee as set forth in the Exchange Note
Documents and the documents required or contemplated thereby.
We have assumed the authenticity of all documents submitted to us as
originals, the conformity with originals of all documents submitted to us as
copies, and the genuineness of all signatures (other than signatures of officers
of the Company and the Subsidiary Guarantors). We have also assumed that, with
respect to all parties to agreements or instruments relevant hereto (other than
the Company and the Subsidiary Guarantors), such parties had the requisite power
and authority to execute, deliver and perform such agreements or instruments,
that such agreements or instruments have been duly authorized by all requisite
action, executed and delivered by such parties, and that such agreements or
instruments are the valid, binding and enforceable obligations of such parties.
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CKE Restaurants, Inc.
April 28, 1999
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As to questions of fact material to our opinions, we have relied upon
the representations of each party made in the Indenture and the other documents
and certificates delivered in connection therewith, certificates of officers of
the Company and the Subsidiary Guarantors, and certificates and advices of
public officials.
Based upon the foregoing, and subject to the additional assumptions,
exceptions, qualifications and limitations set forth below, we are of the
opinion that:
1. The Exchange Notes, when issued and delivered in exchange for the Old
Notes in the manner described in the Registration Statement, and when executed
and authenticated as specified in the Indenture, will be legally issued and
constitute binding obligations of the Company.
2. The Subsidiary Guarantees, when issued and delivered in connection
with the exchange of the Exchange Notes for the Old Notes in the manner
described in the Registration Statement, and upon the execution of the
Subsidiary Guarantees and the execution and authentication of the Exchange
Notes, both as specified in the Indenture, will be legally issued and constitute
binding obligations of the Subsidiary Guarantors.
The foregoing opinions are subject to the following:
Our opinions set forth herein are subject to the effects of (a)
bankruptcy, insolvency, reorganization, arrangement, moratorium, or other
similar laws relating to or affecting the rights of creditors, and (b) general
equitable principles, regardless of whether an issue is considered in a
proceeding in equity or at law.
Our opinions set forth herein are limited to the effect of the
applicable laws as in effect on the date hereof and to the facts as they
presently exist. We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter.
We express no opinion as to (a) the effect on the enforceability of any
Subsidiary Guarantee against any Subsidiary Guarantor of any facts or
circumstances occurring after the date hereof that would constitute a defense to
the obligation of a guarantor or surety, or (b) the effectiveness of any waiver
of any such defense by any Subsidiary Guarantor under the Exchange Note
Documents.
We call your attention to the fact that the Indenture states that it is
governed by New York law and that we are not rendering any opinion with respect
to New York law. We have not examined the question of what law would govern the
interpretation or enforcement of the Indenture and our opinions are based on the
assumption that the internal laws of the State of California and federal law
would govern the provisions of the Indenture and the transactions contemplated
thereby. We express no opinion regarding the enforceability of the choice of law
provisions of Section 12.8 of the Indenture.
We are members of the Bar of the State of California and, accordingly,
do not purport to be experts on or to be qualified to express any opinion herein
concerning, nor do we express any opinion herein concerning, any laws other than
the laws of the State of California, the General Corporation Law of the State of
Delaware and federal law.
The foregoing opinions are being furnished to you solely for your
benefit and may not be relied upon by any other person without our prior written
consent. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus, which is a part of the Registration Statement.
Very truly yours,
/s/ STRADLING YOCCA CARLSON & RAUTH
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STRADLING YOCCA CARLSON & RAUTH