EXHIBIT 5.1
July 21, 2000
Brinker International, Inc.
6820 LBJ Freeway
Dallas, Texas 75240
Re: Registration of 375,000 shares of Common Stock, par value $.10
per share, pursuant to a Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Brinker International, Inc., a
Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement on Form S-
8 (the "Registration Statement"), of 375,000 shares of Common
Stock, par value $.10 per share, of the Company (the "Common
Stock") to be offered pursuant to Brinker International, Inc.
401(k) Savings Plan As Restated Effective January 1, 1999 and
Brinker International, Inc. Savings Plan II, as amended (the
"Plans").
Based on our examination of such documents and the
investigation of such matters of law as we have deemed relevant
or necessary in rendering this opinion, we hereby advise you that
we are of the opinion that:
Assuming, with respect to shares of Common Stock issued after
the date hereof, (i) the receipt of proper consideration for the
issuance thereof in excess of par value thereof, (ii) the
availability of a sufficient number of shares of Common Stock
authorized by the Company's Certificate of Incorporation then in
effect, (iii) compliance with the terms of any agreement entered
into in connection with the Plans, and (iv) that no change occurs
in the applicable law or the pertinent facts, the shares of
Common Stock purchasable or granted under the Plans will upon
issuance be duly authorized and validly issued, fully paid and
non-assessable shares of Common Stock.
We consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement filed by the Company with the
Securities and Exchange Commission for the registration under the
Securities Act of 375,000 shares of Common Stock of the Company
covered by the Plans. By so consenting, we do not thereby admit
that our firm's consent is required by Section 7 of the
Securities Act.
Very truly yours,
/s/ LOCKE LIDDELL & SAPP LLP
By: /s/ Kent Jamison
Kent Jamison
