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                                  EXHIBIT 5.1

                        OPINION OF HUGHES & LUCE, L.L.P.


                               September 18, 1997



Schlotzsky's, Inc.
200 West Fourth Avenue
Austin, Texas 78701


Ladies and Gentlemen:

         On September 4, 1997, Schlotzsky's, Inc., a Texas corporation (the
"Company"), filed with the Securities and Exchange Commission a Registration
Statement on Form S-1 (File No. 333-34921) (the "Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), relating to the sale
by the Company and certain Selling Shareholders (as such term is defined in the
Registration Statement) of an aggregate of 2,200,000 shares of common stock, no
par value (the "Common Stock"), plus an additional 330,000 shares of Common
Stock subject to the exercise of an over-allotment option to be granted by the
Company and the Selling Shareholders (collectively, the "Shares").  We have
acted as counsel to the Company in connection with the preparation and filing
of the Registration Statement.

         In connection therewith, we have examined and relied upon the original
or copies, certified to our satisfaction, of (i) the Articles of Incorporation
and the Bylaws of the Company, in each case as amended to date, (ii) copies of
resolutions of the Board of Directors of the Company authorizing the offering
and the issuance of the shares to be sold by the Company and  related matters,
(iii) the Registration Statement, and all exhibits thereto, and (iv) such other
documents and instruments as we have deemed necessary for the expression of
opinions herein contained.  In making the foregoing examinations, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.  As to various
questions of fact

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September 18, 1997
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material to this opinion, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independent check or verification of their accuracy.

         Based upon the foregoing examination, we are of the opinion that the
Shares being sold by the Company and the Selling Shareholders, when sold to the
Underwriters as described in the Registration Statement, will be validly
issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.  In
giving such consent, we do not admit that we come within the category of
persons whose consent is required by Section 7 of the Act or the rules and
regulations of the Commission thereunder.

                                                     Very truly yours,



                                                     /s/ HUGHES & LUCE, L.L.P.