EXHIBIT 5

                          BAKER & DANIELS
                     300 NORTH MERIDIAN STREET
                            SUITE 2700
                   INDIANAPOLIS, INDIANA  46204
                          (317) 237-0300




October 23, 1997


Quality Dining, Inc.
4220 Edison Lakes Parkway
Mishawaka, Indiana 46545

     Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

     We  have  acted  as  counsel  to  Quality  Dining,  Inc.,  an  Indiana
corporation  (the "Company"), in connection with the preparation and filing
with the Securities  and  Exchange  Commission  (the  "Commission")  of the
Company's Registration Statement on Form S-8 (the "Registration Statement")
under  the  Securities  Act  of 1933 (the "Act"), registering the offer and
sale of up to 1,100,000 shares  of the Company's common stock, no par value
(the "Shares"), pursuant to the Company's  1997  Stock Option and Incentive
Plan (the "Plan").

     In  so  acting,  we have examined and relied upon  the  originals,  or
copies certified or otherwise  identified  to  our  satisfaction,  of  such
records,  documents  and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below.

     Based on the foregoing,  we  are  of  the opinion that the Shares have
been duly authorized and, when the Registration Statement shall have become
effective and the Shares have been issued in  accordance with the Plan, the
Shares will be validly issued, fully paid and nonassessable.

     Our  opinion expressed above is limited to  the  federal  law  of  the
United States and the law of the State of Indiana.


     We hereby  consent  to the filing of this opinion as an exhibit to the
Registration Statement.  In  giving such consent, we do not thereby concede
that we are within the category  of persons whose consent is required under
Section  7  of  the Act or the Rules  and  Regulations  of  the  Commission
thereunder.

                                 Very truly yours,

                                 /s/ BAKER & DANIELS