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                          [GADSBY & HANNAH LETTERHEAD]



                                  June 3, 1996

Au Bon Pain Co., Inc.
19 Fid Kennedy Avenue
Boston, MA  02210

Ladies and Gentlemen:

         This opinion is furnished in connection with the registration on Form
S-8 pursuant to the Securities Act of 1933, as amended (the "Securities Act") of
120,000 shares (the "Shares") of Common Stock, par value $.0001 per shares
("Common Stock") of Au Bon Pain Co., Inc. a Delaware corporation (the "Company")
that may be issued from time to time under the Company's 1996 Managing Partner
Incentive Corporation Plan (the "Plan").

         In connection with rendering this opinion, we have examined the
Certificate of Incorporation of the Company, as to heretofore amended, the
Amended and Restated Bylaws of the Company, and the Plan; such records of the
corporate proceedings of the Company as we deemed material; the registration
statement on Form S-8 under the Securities Act relating to the Shares (as
amended, the "Registration Statement"), and such other certificates, receipts,
records and documents as we considered necessary for the purposes of this
opinion.

         We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America, The Commonwealth of
Massachusetts and the Delaware General Corporation Law.
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                                                                 GADSBY & HANNAH

Au Bon Pain Co., Inc.
June 3, 1996
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         Based upon the foregoing, we are of the opinion that when issued in
accordance with the terms of the Plan, the Shares will be legally issued, fully
paid and nonassessable shares of the Company's Common Stock.

         The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Plan and of the Securities Act and applicable
requirements of state laws regulating the offer and sale of securities.

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

                                             Sincerely yours,



                                             Gadsby & Hannah