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EXHIBIT 5.1
October 6, 2000
Il Fornaio (America) Corporation
770 Tamalpais Drive, #400
Corte Madera, CA 94925
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Il Fornaio (America) Corporation (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 1,200,000
shares of the Company's Common Stock, $.001 par value per share, (the "Shares")
pursuant to its 1997 Equity Incentive Plan (the "Incentive Plan") and 1997
Employee Stock Purchase Plan (the "Purchase Plan") (the Incentive Plan and
Purchase Plan being hereinafter collectively referred to as the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectuses, your Certificate of Incorporation and By-laws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans, the
Registration Statement and related Prospectuses, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Cydney S. Posner
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Cydney S. Posner
