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EXHIBIT 5
October 24, 2000
Famous Dave's of America, Inc.
7657 Anagram Drive
Eden Prairie, Minnesota 55437
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted on behalf of Famous Dave's of America, Inc. (the
"Company") in connection with a Registration Statement on Form S-3 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission on October 20, 2000 relating to the registration under the
Securities Act of 1933, as amended, of a maximum of 195,000 shares of common
stock, par value $.01 per share (the "Common Stock").
Upon examination of such corporate documents and records as we have
deemed necessary or advisable for the purposes hereof and including and in
reliance upon certain certificates by the Company, it is our opinion that:
1. The Company is a validly existing corporation in good standing under
the laws of the State of Minnesota.
2. The Common Stock has been duly authorized and, when issued as
described in the registration statement, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Maslon Edelman Borman & Brand, LLP
