Exhibit 5.2

                                  
                                November 4, 1998      



Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982

        Re: Registration Statement on Form S-4 
            (File No. 333-62775)

Ladies and Gentlemen:

        We have acted as special Maryland counsel to those subsidiaries, each a
Maryland corporation, of NE Restaurant Company, Inc., a Delaware corporation
(the "Company"), listed on Schedule A attached hereto (each a "Subsidiary
Guarantor" and, collectively, the "Subsidiary Guarantors"), in connection with
the filing with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), of a Registration Statement
on Form S-4 (the "Registration Statement") relating to (i) the offer (the
"Exchange Offer") by the Company to exchange $ 1,000 principal amount of its 10
3/4% Senior Notes due 2008 (the "Exchange Notes") for each $ 1,000 principal
amount of its outstanding 10 3/4% Senior Notes due 2008 (the "Private Notes"),
of which $ 100,000,000 aggregate principal amount was issued and sold on July
20, 1998 in a transaction exempt from registration under the Act and is
outstanding on the date hereof and (ii) the registration by the Subsidiary
Guarantors of certain guarantees of the Exchange Notes (the "Subsidiary
Guarantees"). The Private Notes were issued, and the Exchange Notes are to be
issued, under the Indenture dated as of July 20, 1998 between the Company and
United States Trust Company of New York, as trustee (the "Trustee") (the
"Indenture"), as supplemented by the Supplemental Indenture, dated as of July
21, 1998, by and among the Company, the Subsidiary Guarantors and the Trustee
(the "Supplemental Indenture"). The Supplemental Indenture encompasses the
Subsidiary Guarantees.

        As such special Maryland counsel, we have examined originals or copies
of (i) the Articles of Incorporation and Bylaws of the Subsidiary Guarantors,
each as amended to date, (ii) the Indenture, (iii) the Supplemental Indenture,
and (iv) the Registration Statement, substantially in the form in which it is to
become effective. We have also examined and relied upon certificates of the
Maryland State Department of Assessments and Taxation to the effect that the
Subsidiary Guarantors are each duly incorporated and existing under the laws of
the State of Maryland and in good standing and duly authorized to transact
business in the State of Maryland.

        We have assumed, without independent verification, the genuineness of
signatures on documents reviewed by us, the authenticity of all documents
submitted to us as originals, and the conformity with originals of all 
documents submitted to us as copies. As to various matters of fact material to
the opinions hereinafter expressed, we have relied on certificates of officers
of the Subsidiary Guarantors.





 
Stroock & Stroock & Lavan LLP
    
November 4, 1998
     
Page 2

        Based upon and subject to the foregoing and to the limitations set forth
below, we are of the opinion that:

        1. Each Subsidiary Guarantor has the corporate power and authority to
execute, deliver and perform the Supplemental Indenture and its Subsidiary
Guarantee.

        2. The execution and delivery of the Supplemental Indenture have been
duly authorized by the Subsidiary Guarantors.

        3. Each Subsidiary Guarantee, as set forth in the Supplemental
Indenture, has been duly and validly authorized by all necessary corporate
action on the part of the applicable Subsidiary Guarantor.

         
        This letter expresses our opinion with respect to Maryland corporate
law. It does not extend to the securities or "Blue Sky" laws of Maryland, to
federal securities laws, or to other laws.      

          
        You may rely on our foregoing opinion in rendering your opinion that is
to be filed as an exhibit to the Registration Statement. We consent to the
filing of this opinion as an exhibit to the Registration Statement. In giving
this consent, we do not hereby admit that we are experts with respect to any
part of the Registration Statement within the meaning of the term "expert" as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Commission issued thereunder.     

                                Very truly yours,

                                /s/ Venable, Baetjer and Howard, LLP

 
                                  Schedule A


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