Exhibit 5.1



(214) 969-1378

                                November 30, 1995

Rocky Mountain Chocolate Factory, Inc.
265 Turner Drive
Durango, Colorado 81301

     Re:  Registration Statement on Form S-8

Dear Sirs and Madams:

     We have acted as counsel for Rocky Mountain Chocolate Factory, Inc., a
Colorado corporation (the "Company"), and have acted as such in connection with
the registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 100,000 shares of the Company's Common Stock, $.03 par value per share
(the "Shares"), for issuance under the Company's 1995 Stock Option Plan (the
"Plan").

     We have participated in the preparation of the Company's Registration
Statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission, relating to the registration of the Shares under the
Securities Act.

     In connection with the foregoing, we have examined the originals or copies,
certified or otherwise authenticated to our satisfaction, of the Plan, the
Registration Statement and such corporate records of the Company, certificates
of officers of the Company, and other instruments and documents as we have
deemed necessary to require as a basis for the opinion hereinafter expressed.
As to various questions of fact material to such opinion, we have, where
relevant facts were not independently established, relied upon statements of
officers of the Company who we believe to be responsible.

     Based upon the foregoing and in reliance thereon, we advise you that in our
opinion the Shares, when issued and delivered in accordance with the provisions
of the Plan, will be legally issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                        Respectfully submitted,

                                        THOMPSON & KNIGHT,
                                        A Professional Corporation


                                        By:   /s/ Kenn W. Webb
                                           ------------------------------------
                                            Kenn W. Webb, Attorney