Exhibit 5.1 GROVER T. WICKERSHAM A PROFESSIONAL CORPORATION ATTORNEYS AT LAW 430 CAMBRIDGE AVENUE, SUITE 100 PALO ALTO, CALIFORNIA 94306 GROVER T. WICKERSHAM TELEPHONE: (415) 323-6400 DEBRA K. WEINER FAX: (415) 323-1108 December 2, 1996 California Culinary Academy, Inc. 625 Polk Street San Francisco, CA 94102 Gentlemen: We refer to the Registration Statement on Form S-3 (the "Registration Statement") of California Culinary Academy, Inc., a California corporation (the "Company"), to be filed with the Securities and Exchange Commission (the "Commission") covering the registration under the Securities Act of 1933, as amended (the "Act") of 506,665 shares of common stock, no par value, of the Company (the "Shares") for resale by certain selling shareholders of the Company (the "Selling Shareholders"). We have examined the Registration Statement, the Articles of Incorporation and Bylaws of the Company and such records, certificates and other documents as we have considered necessary or appropriate for the purposes of this opinion. Based on the foregoing, it is our opinion that: 1. The Company is duly organized, validly existing and in good standing under the laws of the State of California; and 2. The Shares issued to the Selling Stockholders or issuable upon conversion of the outstanding convertible Preferred Stock or upon exercise of outstanding warrants as described in the Registration Statement are duly authorized and are (or will be, when issued in accordance with the terms of the respective instruments) validly issued, fully paid and nonassessable. We hereby consent to the use of our name in the Registration Statement under the caption "Legal Matters," as counsel who will pass upon the legality of the Shares for the Company and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations promulgated thereunder. This opinion is rendered solely for your benefit in connection with the subject transaction and is not to be otherwise used, circulated, quoted or referred to without our prior written consent. Very truly yours, /s/ Grover T. Wickersham, P.C. Grover T. Wickersham, P.C.