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                                                                     EXHIBIT 5.1
 
                                  [LETTERHEAD]
 
                                 April 2, 1997
 
Robert L. Watters, President
Rick's Cabaret International, Inc.
3113 Bering Drive
Houston, Texas 77057
 
Dear Mr. Watters:
 
     As counsel for Rick's Cabaret International, Inc., a Texas corporation
("Company"), you have requested our firm to render this opinion in connection
with the Registration Statement of the Company on Form S-3 ("Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), filed with
the Securities and Exchange Commission relating to the resale of 380,000 shares
of common stock, par value $.01 per share (the "Common Stock") by certain
security holders of the Company. All of the 380,000 shares of Common Stock are
currently outstanding shares of the Company's Common Stock owned by a certain
security holders of the Company.
 
     We are familiar with the Registration Statement and the registration
contemplated thereby. In giving this opinion, we have reviewed the Registration
Statement and such other documents and certificates of public officials and of
officers of the Company with respect to the accuracy of the factual matters
contained therein as we have felt necessary or appropriate in order to render
the opinions expressed herein. In making our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents presented to us
as originals, the conformity to original documents of all documents presented to
us as copies thereof, and the authenticity of the original documents from which
any such copies were made, which assumptions we have not independently verified.
 
     Based upon the foregoing, we are of the opinion that:
 
          1. The Company is a corporation duly organized, validly existing and
     in good standing under the laws of the State of Texas; and
 
          2. The shares of Common Stock to be resold are validly authorized,
     validly issued, fully paid and nonassessable.
 
     We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference in the Registration Statement to Axelrod, Smith,
& Kirshbaum under the heading "Exhibits -- Opinion."
 
                                            Very truly yours,
 
                                            /s/  AXELROD, SMITH & KIRSHBAUM