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                                                                    EXHIBIT 5.1


                      Boult, Cummings, Conners & Berry PLC
                                Attorneys at Law
                                414 Union Street
                                   Suite 1600
                               Nashville, TN 37219


March 30, 2001

Cooker Restaurant Corporation
5500 Village Boulevard
West Palm Beach, Florida 33407

               Re:      Form S-8 Registration Statement
                        2001 Restricted Stock Plan

Gentlemen:

               We have acted as counsel for Cooker Restaurant Corporation, an
Ohio corporation (the "Company") in connection with the 2001 Restricted Stock
Plan (the "Plan") of the Company. You have requested our opinion in connection
with the issuance of shares of common stock (the "Restricted Stock") without par
value, of the Company, together with the associated rights to purchase Class A
Junior Participating Preferred Shares, without par value (the "Rights"), of the
Company under the Plan, which issuance is being registered with the Securities
and Exchange Commission pursuant to a Registration Statement on Form S-8 (the
"Registration Statement").

               While we represent the Company on a regular basis, our advice
and representation have been limited to the specific matters referred to us from
time to time by the Company; accordingly, we may be unaware of ceratin matters
of a legal nature concerning the Company.

               We have examined and relied on originals or copies, certified
or otherwise identified to our satisfaction as being true copies, of all such
records of the Company, all such agreements, certificates and corporate or other
records as we have deemed necessary as a basis for the opinions expressed in
this letter including, without limitation, the following;

               1.   A copy of the Company's Amended and Restated Articles of
                    Incorporation;

               2.   A copy of the Company's Amended and Restated Code of
                    Regulations;

               3.   The Plan; and

               4.   Records of meetings of the Company's board of directors as
                    set forth in the minute books of the Company furnished to us
                    by the Company.

               In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as an original and the conformity to authentic
original documents of all documents submitted to us as a certified, conformed or
photostatic copy.


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               We have investigated such questions of law for the purpose of
rendering the opinions in this letter as we have deemed necessary. We express no
opinion in this letter concerning any law other than the law of the State of
Ohio and the federal law of the United States of America.

               On the basis of and in reliance on the foregoing, and subject
to the limitations, qualifications and exceptions set forth below, we are of the
opinion that when the shares of Restricted Stock issued under the Plan are fully
paid for as provided in the Plan, they will be validly issued, fully paid and
nonassessable and that the Rights associated with the Restricted Stock will be
valid and legally binding obligations of the Company.

               The above opinions are subject to the following additional
limitations, qualifications and exceptions;

               A.  The effect and application of bankruptcy, insolvency,
                   fraudulent conveyance, reorganization, moratorium and other
                   laws now of hereafter in effect which relate to or limit
                   creditors' rights generally;

               B.  The effect and applications of general principles of equity,
                   whether considered in a proceeding in equity or at law;

               C.  Limitations imposed by or resulting from the exercise by any
                   court of its discretion; and

               D.  Limitations imposed by reason of generally applicable public
                   policy principals or considerations.

               The opinions in this letter are rendered as of the date hereof
and we disclaim any undertaking to advise you of any changes which may
subsequently be brought to our attention in the facts and the law upon which
such opinions are based.

               The opinions in this letter are rendered only to the Company
and are intended to be used as an exhibit to the Registration Statement. The
opinions may not be used by the Company for any other purposed, or relied upon
by and other person, firm or entity for any purpose.

               We consent to the reference to our firm under the capital
"Interests of Named Experts and Counsel" in the Registration Statement and to
the use of our opinion as an exhibit to the Registration Statement.



                                       Very truly yours.

                                       /s/ Boult, Cummings, Conners & Berry PLC