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                                                                       EXHIBIT 5

                           ROSENFELD, MEYER & SUSMAN

                                  [LETTERHEAD]


                               November 21, 1995


California Beach Restaurants, Inc.
17383 Sunset Boulevard, Suite 140
Pacific Palisades, CA 90272

         Re:     CALIFORNIA BEACH RESTAURANTS, INC. REGISTRATION STATEMENT ON
                 FORM S-1

Gentlemen:

         You have requested our opinion as counsel for California Beach
Restaurants, Inc., a California corporation (the "Company"), in connection with
the registration under the Securities Act of 1933, as amended, of an aggregate
of 3,004,282 shares of common stock, par value $.01 (the "Shares"), of the
Company which may be sold from time to time by the Selling Shareholders named
under the heading "Selling Shareholders" in the Prospectus forming a part of
the Registration Statement on Form S-1 proposed to be filed with the Securities
and Exchange Commission on November 21, 1995.

         In connection therewith, we have examined originals or photostatic or
certified copies of such documents, certificates and corporate or other records
as we have deemed necessary or appropriate as a basis for the opinion expressed
herein.  In such examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as copies and the
authenticity of the originals of such latter documents.

         In rendering our opinion herein, we have assumed the satisfaction of
the following conditions:  the issuance by any necessary regulatory agencies of
appropriate permits, consents, approvals, authorizations and orders relating to





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California Beach Restaurants, Inc.
November 21, 1995
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the offering and sale of the Shares in their respective jurisdictions; the
Registration Statement being declared effective; and the sale of the Shares in
the manner set forth in the Registration Statement and pursuant to said
permits, consents, approvals, authorizations and orders.

         Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the
Shares are, and when sold in the manner set forth in the Registration
Statement, will be legally issued, fully paid and non-assessable.

         This opinion is addressed solely to the Company and no one else has
the right to rely upon it, nor may anyone release it, quote from it or employ
it in any transaction other than those discussed herein without our written
consent.  However, we hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement and to the reference to us under the
heading "Legal Matters" in the Registration Statement.

                                           Very truly yours,


                                           /s/ ROSENFELD, MEYER & SUSMAN
                                           ----------------------------------
                                               ROSENFELD, MEYER & SUSMAN

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