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Exhibit 5.1
LAW OFFICES OF
PAUL, HASTINGS, JANOFSKY & WALKER LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATION
555 SOUTH FLOWER STREET
LOS ANGELES, CALIFORNIA 90071-2371
TELEPHONE (213) 683-6000
FACSIMILE (213) 627-0705
INTERNET WWW.PHJW.COM
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August 2, 2000
California Pizza Kitchen, Inc.
6053 West Century Boulevard, 11th Floor
Los Angeles, CA 90045
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to California Pizza
Kitchen, Inc., a California corporation (the "Company") in connection with the
preparation of the Registration Statement on Form S-8 filed with the Securities
and Exchange Commission (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), relating to 2,148,271 shares of
common stock, par value $0.01 per share (the "Shares") of the Company which may
be issued pursuant to the Company's Employee Stock Purchase Plan, 1998 Stock-
Based Incentive Compensation Plan, and 1990 Employee Equity Participation Plan
(collectively, the "Plans"), as such numbers of shares may be increased in
accordance with said plans in the event of a merger, consolidation,
reorganization, liquidation, recapitalization, stock dividend, stock split, or
similar event involving the Registrant.
In connection with this opinion, we have examined copies or originals of
such documents, resolutions, certificates and instruments of the Company as we
have deemed necessary to form a basis for the opinion hereinafter expressed. In
addition, we have reviewed such other instruments and documents as we have
deemed necessary to form a basis for the opinion hereinafter expressed. In our
examination of the foregoing, we have assumed, without independent
investigation, (a) the genuineness of all signatures, and (b) the authenticity
of all documents submitted to us as originals and the conformity to authentic
original documents of all copies submitted to us as certified, conformed or
photostatic copies. With regard to certain factual matters, we have relied,
without independent investigation or verification, upon statements and
representations of representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion, as of the
day hereof, that the Shares, when issued and sold in accordance with the
provisions of the Plans, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to the references to our firm wherever
they appear in the Registration Statement and the Prospectuses which are a part
thereof. In giving this consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
