EXHIBIT 5.1

                           AXELROD, SMITH & KIRSHBAUM
                   An Association of Professional Corporations
                                ATTORNEYS AT LAW
            5300 Memorial Drive, Suite 700 Houston, Texas 77007-8292
                   Telephone (713) 861-1996 Fax (713) 552-0202


Robert D. Axelrod, P.C.

                               September 17, 2004


To the Board of Directors
Rick's Cabaret International, Inc.

As counsel for Rick's Cabaret International, Inc., a Texas corporation, (the
"Company"), you have requested our firm to render this opinion in connection
with the registration statement of the Company on Post-Effective Amendment No. 1
to Form S-8 ("Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), to be filed with the Securities and Exchange Commission
relating to the registration of the issuance of up to 1,000,000 shares of common
stock, par value $.01 per share (the "Common Stock"), to be issued in connection
with the Amendment to the 1999 Stock Option Plan (the "Plan"). We are familiar
with the Registration Statement and the registration contemplated thereby. In
giving this opinion, we have reviewed the Registration Statement and such other
documents and certificates of public officials and of officers of the Company
with respect to the accuracy of the factual matters contained therein as we have
felt necessary or appropriate in order to render the opinions expressed herein.
In making our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents presented to us as originals, the conformity
to original documents of all documents presented to us as copies thereof, and
the authenticity of the original documents from which any such copies were made,
which assumptions we have not independently verified.

Based upon the foregoing, we are of the opinion that:

     1.   The Company is a corporation duly organized, validly existing and in
          good standing under the laws of the State of Texas; and
     2.   The shares of Common Stock to be issued are validly authorized and,
          when issued and delivered in accordance with the terms of the Plan,
          will be validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Post-Effective
Amendment No. 1 to the Form S-8 Registration Statement and to the reference in
the Registration Statement to Axelrod, Smith, & Kirshbaum under the heading
"Exhibits-Opinion."


Very truly yours,


/s/ Axelrod Smith & Kirshbaum