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                                                                       Exhibit 5



                                 August 13, 1999




Cafe Odyssey, Inc.
4801 West 81st Street, Suite 112
Bloomington, Minnesota   55437

         Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted on behalf of Cafe Odyssey, Inc. (the "Company") in
connection with a Registration Statement on Form S-3 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission on August 13, 1999 relating to the registration under the Securities
Act of 1933, as amended, of a maximum of 1,488,583 shares of common stock, par
value $.01 per share (the "Common Stock"), issuable by the Company upon
conversion of the Series C 8% Convertible Preferred Stock and payments of
dividends thereunder and a maximum of 1,450,000 shares of Common Stock, issuable
by the Company upon exercise of certain warrants to purchase shares of Common
Stock.

          Upon examination of such corporate documents and records as we have
deemed necessary or advisable for the purposes hereof and including and in
reliance upon certain certificates by the Company, it is our opinion that:

                  1.       The Company is a validly existing corporation in good
                           standing under the laws of the State of Minnesota.

                  2.       The Common Stock has been duly authorized and, when
                           issued as described in the registration statement,
                           will be legally issued, fully paid and
                           non-assessable.

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

                                    Very truly yours,

                                    Maslon Edelman Borman & Brand, LLP