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Exhibit 5
[LETTERHEAD OF FAEGRE & BENSON LLP]
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October 18, 2000
BUCA, Inc.
1300 Nicollet Mall, Suite 3043
Minneapolis, MN 55403
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the offering of 300,000 shares of Common Stock, par value $.01 per share (the
"Shares"), of BUCA, Inc., a Minnesota corporation (the "Company"), pursuant to
the 2000 Stock Incentive Plan of BUCA, Inc. and Affiliated Companies, we have
examined such corporate records and other documents, including the Registration
Statement, and have reviewed such matters of law as we have deemed relevant
hereto, and, based upon such examination and review, it is our opinion that all
necessary corporate action on the part of the Company has been taken to
authorize the issuance and sale of the Shares and that, when issued and sold as
contemplated in the Registration Statement, the Shares will be legally issued,
fully paid and nonassessable under the current laws of the State of Minnesota.
We are admitted to the practice of law in the State of Minnesota and
the foregoing opinions are limited to the laws of that state and the federal
laws of the United States of America.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ FAEGRE & BENSON LLP
FAEGRE & BENSON LLP
RGE:melbj
