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                                  EXHIBIT 5.1

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


                               September 19, 1997



           512/482-6836



Schlotzsky's, Inc.
200 W. Fourth Street
Austin, Texas 78701

         Re:     REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

         We have acted as counsel to Schlotzsky's, Inc., a Texas corporation
(the "Company"), in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission on September 19, 1997, under the Securities
Act of 1933, as amended (the "Securities Act"), relating to 150,000 shares (the
"Shares") of the no par value common stock (the "Common Stock") of the Company
that may be offered on the exercise of any stock options (the "Stock Options"),
granted or that may be granted under  the 1993 Stock Option Plan, as amended
(the "Plan").

         You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering.  In connection therewith, we have
examined and relied upon the original, or copies identified to our
satisfaction, of (1) the certificate of incorporation and the bylaws of the
Company, as amended; (2) minutes and records of the corporate proceedings of
the Company with respect to the establishment of the Plan, the issuance of
shares of Common Stock pursuant to the Plan and related matters; (3) the
Registration Statement and exhibits thereto, including the Plan; and (4) 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 material to this opinion, and as to the content and form of
the certificate of incorporation, the bylaws, minutes, records, resolutions and
other documents or writings of the Company, we have relied, to the extent we
deem reasonably appropriate, upon representations and certificates of officers
or directors of the Company and upon documents, records and instruments
furnished to us by the Company, without independent investigation or
verification of their accuracy.
   2
HUGHES & LUCE, L.L.P.



September 19,1 997
Page 2




         Based upon our examination and consideration of, and reliance on the
documents and other matters described above, we are of the opinion that the
Company presently has available at least 150,000 shares of authorized and
unissued Common Stock and/or treasury shares of Common Stock currently issuable
pursuant to the Plan from which the 150,000 shares of Common Stock proposed to
be sold pursuant to the exercise of Stock Options granted or to be granted
under the Plan may be issued.  Assuming that (i) the outstanding Stock Options
were duly granted, and the Stock Options to be granted in the future are duly
granted in accordance with the terms of the Plan and the shares of Common Stock
to be issued in the future are duly issued in accordance with the terms of the
Plan and Stock Options, (ii) the Company maintains an adequate number of
authorized but unissued shares and/or treasury shares of Common Stock available
for issuance for those persons who exercise Stock Options granted under the
Plan, and (iii) the consideration for shares of Common Stock issued pursuant to
such Stock Options is actually received by the Company as provided in the Plan
and Stock Options and exceeds the par value of such shares, then the shares of
Common Stock issued pursuant to the exercise of the Stock Options granted under
and in accordance with the terms of the Plan will be duly and validly issued,
fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement.  In giving this consent, we do not admit that we
come within the category of person whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.

                                   Very truly yours,

                                   HUGHES & LUCE, L.L.P.



                                   By:   /s/ HUGHES & LUCE, L.L.P.  
                                       -----------------------------------------
                                       Phillip M. Slinkard, Authorized Signatory