Exhibit 5.1
AXELROD, SMITH & KIRSHBAUM
An Association of Professional Corporations
ATTORNEYS AT LAW
5300 Memorial Drive, Suite 700
Houston, Texas 77007-8292
Robert D. Axelrod
Paul D. Smith Telephone (713) 861-1996
Daniel R. Kirshbaum Facsimile (713) 552-0202
April 29, 1998
Robert L. Watters, President
Rick's Cabaret International, Inc.
3113 Bering Drive
Houston, Texas 77057
Dear Mr. Watters:
As counsel for Rick's Cabaret International, Inc., a Texas corporation
("Company"), you have requested our firm to render this opinion in connection
with the Registration Statement of the Company on Form S-3 Amendment No. 1
("Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), filed with the Securities and Exchange Commission relating to the resale
by certain security holders of the Company of 729,500 shares of common stock,
par value $.01 per share (the "Common Stock"), consisting of 229,500 shares of
Common Stock held by certain security holders of the Company and 500,000 shares
of Common Stock underlying options held by certain security holders of the
Company.
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, held by certain security holders of the
Company, to be resold, are validly authorized, validly issued, fully
paid and nonassessable.
3. The shares of Common Stock underlying the Options to be issued upon
exercise of such Options are validly authorized and, upon exercise of
the Options in accordance with their terms, will be validly issued,
fully paid and nonassessable.
We consent to the to the filing of this opinion as an exhibit to the
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
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Axelrod, Smith, & Kirshbaum