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                                                                     EXHIBIT 5.1


                                  July 24, 1998


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

     Re:      Public Offering of Common Shares

Gentlemen:

     We have acted as counsel for Cooker Restaurant Corporation, an Ohio
corporation (the "Company"), in connection with the 1996 Officers' Stock Option
Plan and the 1996 Employees' Stock Option Plan, collectively (the "Plans") of
the Company. You have requested our opinion in connection with the issuance of
common shares ("Common Shares"), without par value, of the Company, together
with the associated rights to purchase Class A Junior Participating Preferred
Shares, without par value, of the Company (the "Rights") under the Plans, 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 certain 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 of officers of the Company and
others, and such other documents, 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 Plans;

     4.  The Rights Agreement between the Company and National City Bank dated
         February 1, 1990; and

     5.  The minute books of 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 originals and the conformity to authentic original
documents of all documents submitted to us as a certified, conformed or
photostatic copies.

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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 Common Shares sold under the Plans are fully paid for as
provided in the Plans, they will be validly issued, fully paid and nonassessable
and that the Rights associated with each Common Share will be the 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 or hereafter
         in effect which relate to or limit creditors' rights generally;

     B.  The effect and application 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
         principles 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 purpose, or relied upon by any
other person, firm or entity for any purpose. This letter may not be
paraphrased, quoted or summarized, nor may it be duplicated or reproduced in
part.

     We consent to the reference to our firm name under the caption "Interests
of Named Experts and Counsel" in the Registration Statement and to the use of
our opinion as an exhibit to the Registration Statement. In giving these
consents, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.

                                 Very truly yours,

                                 /s/ Benesch, Friedlander, Coplan & Aronoff LLP

                                 BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP