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

                                 March 31, 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  ("Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), filed with
the Securities and Exchange  Commission  relating to the resale of 95,000 shares
of common  stock,  par value  $.01 per share  (the  "Common  Stock")  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  to  be  resold  are   validly
                  authorized, 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
                                   -------------------------------------
                                    Axelrod, Smith, & Kirshbaum