Exhibit 5.1
DARDEN RESTAURANTS
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Red Lobster(R) The Olive Garden(R) Bahama Breeze(R) Smokey Bones(R)
Douglas E. Wentz
Senior Associate General Counsel
February 4, 2005
Board of Directors
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida 32809
Ladies and Gentlemen:
I am Senior Associate General Counsel and Assistant Secretary of Darden
Restaurants, Inc., a Florida corporation (the "Company"), and I have acted as
counsel to the Company in connection with the Company's registration statement
on Form S-8 (the "Registration Statement") relating to the registration by the
Company of 1,500,000 shares of Common Stock, without par value (the "Common
Stock") of Darden Restaurants, Inc. ("Darden") and associated rights to purchase
shares of Series A Participating Cumulative Preferred Stock ("Rights"), to be
issued from time to time under the Darden Restaurants, Inc. Employee Stock
Purchase Plan (the "Plan").
In rendering my opinions set forth below, I have examined such documents
and reviewed such questions of law as I have deemed relevant or necessary as the
basis for my opinions as set forth below.
Based on the foregoing, I am of the opinion that the shares of Common Stock
and related Rights, when issued, delivered and paid for in accordance with the
terms of the Plan, will be validly issued, fully paid and non-assessable.
My opinion expressed above is limited to the laws of the State of Florida.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the use of my name under the caption "Interests
of Named Experts and Counsel".
Very truly yours,
/s/ Douglas E. Wentz
Douglas E. Wentz
5900 Lake Ellenor Drive - P.O. Box 593330 - Orlando, Florida 32859-3330
(407) 245-5811 Fax: (407) 245-4844
E-mail: dwentz@darden.com