TENZER GREENBLATT LLP
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
(212) 885-5000 NEW JERSEY OFFICE
TENZER GREENBLATT & ZUNZ, PA
CABLE: "TENGRAN NEW YORK" 15 WARREN STREET
FACSMILE: (212) 885-5001 HACKENSACK, N.J. 07601
(201) 487-7511
January 13, 1998
TAM Restaurants, Inc.
1163 Forest Avenue
Staten Island, New York 10310
Gentlemen:
You have requested our opinion in connection with the public
offering and sale (the "Offering") pursuant to a Registration Statement (the
"Registration Statement") on Form SB-2 (file no. 333-39937), of TAM Restaurants,
Inc., a Delaware corporation (the "Company"), under the Securities Act of 1933,
as amended (the "Act"), of (i) up to 1,150,000 shares (the "Offered Shares") of
the Common Stock, $.0001 par value (the "Common Stock") of the Company, to be
offered by the Company and (ii) redeemable warrants (the "Warrants") to purchase
up to 575,000 shares of Common Stock of the Company ("Warrant Shares") to be
offered by the Company. Additionally, the Company has agreed to register on
behalf of certain selling securityholders (the "Selling Securityholders") up to
310,000 warrants (the "Selling Securityholders' Warrants") issuable in exchange
for outstanding warrants previously granted to the Selling Securityholders, and
up to 310,000 shares of Common Stock of the Company (the "Selling
Securityholders' Warrant Shares") issuable upon exercise of the Selling
Securityholders' Warrants.
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents and corporate and public
records as we deem necessary as a basis for the opinion hereinafter expressed.
With respect to such examination, we have assumed the genuineness of all
signatures appearing on all documents presented to us as originals, the
conformity to the originals of all documents presented to us as conformed or
reproduced copies and the enforceability of all agreements and similar documents
presented to us. Where factual matters relevant to such opinion were not
independently established, we have relied upon certificates of appropriate state
and local officials, and upon certificates of executive officers and responsible
employees and agents of the Company.
TAM Restaurants, Inc.
January 13, 1998
Page 2
Based upon and subject to the foregoing, it is our opinion
that:
1. The Offered Shares have been duly authorized and, when
sold, paid for and issued as contemplated by the Registration Statement, will be
validly issued, fully paid and nonassessable.
2. The Warrants, when paid for and issued as contemplated by
the Registration Statement, will be valid and binding obligations of the
Company.
3. The Warrant Shares have been duly authorized and, when
sold, paid for and issued upon exercise of the Warrants in accordance with the
terms of the Warrants, will be validly issued, fully paid and nonassessable.
4. The Selling Securityholders' Warrants, when issued in
exchange for the outstanding warrants, as contemplated by the Registration
Statement, will be valid and binding obligations of the Company.
5. The Selling Securityholders' Warrant Shares have been duly
authorized and, when sold, paid for and issued upon exercise of the Selling
Securityholders' Warrants in accordance with the terms of the Selling
Securityholders' Warrants, will be validly issued, fully paid and nonassessable.
The opinions expressed in paragraphs 2 and 4 with regard to
the valid and binding nature of the obligations referred to therein are limited
by bankruptcy, insolvency, fraudulent conveyance, moratorium or other similar
laws relating to or limiting creditors' rights generally and subject to general
principles of equity.
We hereby consent to the use of this opinion as Exhibit 5.1 to
the Registration Statement, and to the use of our name as your counsel in
connection with the Registration Statement and in the Prospectus forming a part
thereof. In giving this consent, we do not thereby concede that we come within
the categories of
TAM Restaurants, Inc.
January 13, 1998
Page 3
persons whose consent is required by the Act or the General Rules and
Regulations promulgated thereunder.
Very truly yours,
/S/ TENZER GREENBLATT LLP
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TENZER GREENBLATT LLP