[LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE]


                                                                     Exhibit 5.1


                                 June 28, 1996



Central Garden & Pet Company
3697 Mount Diablo Boulevard
Lafayette, CA  94549


          Re:  Central Garden & Pet Company
               Registration Statement on Form S-3
               ----------------------------------


Ladies and Gentlemen:

          At your request, we are rendering this opinion in connection with a
proposed sale by Central Garden & Pet Company, a Delaware corporation (the
"Company") and William E. Brown and Glenn W. Novotny (the "Selling
Stockholders") of up to 3,162,500 shares of common stock, $0.01 par value (the
"Common Stock").

          We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed.  In
such examination, we have assumed the following:  (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy, and completeness of the information, representations, and warranties
contained in the records, documents, instruments, and certificates we have
reviewed.

          Based on such examination, we are of the opinion that the 2,752,500
shares of Common Stock to be issued and sold by the Company (of which up to
252,500 shares are to be issued to cover over-allotments, if any), are duly
authorized and will be, when issued against payment of the purchase price
therefor, legally issued, fully paid and nonassessable.  The 410,000 shares of
Common Stock to be sold by the Selling Stockholders (of which up to 160,000
shares are to be sold to cover over-allotments, if any) are duly authorized
shares of Common Stock, and have been legally issued, fully paid, and
nonassessable.

          We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in said Registration

 
                [LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE]

Central Garden & Pet Company
June 28, 1996
Page 2

Statement, including the Prospectus constituting a part thereof, as originally
filed or as subsequently amended or supplemented.  In giving such consent, we do
not consider that we are "experts" within the meaning of such term as used in
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder, with respect to any part
of the Registration Statement, including this opinion as an exhibit or
otherwise.

                              Very truly yours,


                              /s/ Orrick, Herrington & Sutcliffe
                              ORRICK, HERRINGTON & SUTCLIFFE