July 17, 1996





Classic Restaurants International, Inc.
3091 Governors Lake Drive
Building 100, Suite 500
Norcross, Georgia 30071

Gentlemen:

         You  have   requested  my  opinion  as  special   counsel  for  Classic
Restaurants  International,  Inc., a Colorado  corporation (the  "Company"),  in
connection with the  registration  under the Securities Act of 1933, as amended,
and the Rules and Regulations  promulgated  thereunder,  and the issuance by the
Company of up to 200,000 shares of Class A Common Stock,  300,000  options,  and
300,000  shares of Class A Common Stock  issuable upon exercise of such options,
all issuable pursuant to the terms of a Consulting Agreement dated May 30, 1996,
between the Company and  Diversified  Corporate  Consulting  Group,  LLC,  and a
Consulting  Agreement  dated July 1, 1996,  between the Company and Search Group
Capital, Inc. (the "Agreements").

         I have examined the Company's Registration Statement on Form S-8 in the
form to be filed with the  Securities  and Exchange  Commission on or about July
18, 1996 (the "Registration Statement"). I further have examined the Articles of
Incorporation, as amended, of the Company as certified by the Secretary of State
of the State of Colorado,  the Bylaws,  and the minute books of the Company as a
basis for the opinion hereafter expressed.

         Based on the  foregoing  examination,  I am of the opinion  that,  upon
issuance in the manner  described in the Registration  Statement,  the shares of
Class A Common  Stock  covered  by the  Registration  Statement  will be legally
issued,  fully paid and nonassessable shares of the capital stock of the Company
and the options covered by the Registration Statement will constitute the legal,
valid, and binding  obligations of the Company.  Further,  the shares of Class A
Common  Stock of the  Company to be issued  upon  exercise  of the  options  are
validly authorized,  and when the options are exercised in accordance with their
terms,  the shares of Class A Common Stock so issuable  will be validly  issued,
fully paid, and nonassessable shares of the capital stock of the Company.

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

                                                     Very truly yours,


                                                     /s/Fay M. Matsukage
                                                     Fay M. Matsukage
1:opinion.s-8