June 17, 1998



Schlotzsky's, Inc.
203 Colorado Street
Austin, Texas  78701

Ladies and Gentlemen:

     We have acted as special counsel to Schlotzsky's, Inc., a Texas corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 900,000 shares (the "Shares") of the Company's
common stock, no par value per share, issuable upon the exercise of stock
options to be granted pursuant to the Company's Third Amended and Restated 1991
Stock Option Plan, as amended, and issuable upon purchase pursuant to the
Company's Employee Stock Purchase Plan (collectively, the "Plans"), as described
in the Registration Statement of the Company on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission on June 17, 1998.

     In rendering this opinion, we have examined and relied upon executed
originals, counterparts or copies of such documents, records and certificates
(including certificates of public officials and officers of the Company) as we
considered necessary or appropriate for enabling us to express the opinions set
forth herein.  In all such examinations, we have assumed the authenticity and
completeness of all documents submitted to us as originals and the conformity to
originals and completeness of all documents submitted to us as photostatic,
conformed, notarized or certified copies.

     Based on the foregoing, we are of the opinion that the Shares will be, if
and when issued and paid for pursuant to the Plans, validly issued, fully paid
and nonassessable, assuming the Company maintains an adequate number of
authorized but unissued shares of common stock available for such issuance, and
further assuming that the consideration actually received by the Company for the
Shares exceeds the par value thereof.

     This opinion may be filed as an exhibit to the Registration Statement.  In
giving this consent, we do not admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

                              Very truly yours,


                              /s/  Hughes & Luce, L.L.P.
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