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EXHIBIT 5.1
LAW OFFICES OF
PAUL, HASTINGS, JANOFSKY & WALKER LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
555 SOUTH FLOWER STREET
LOS ANGELES, CALIFORNIA 90071-2371
TELEPHONE (213) 683-6000
FACSIMILE (213) 627-0705
INTERNET www.phjw.com
July 27, 2000
California Pizza Kitchen, Inc.
6053 West Century Blvd., 11th Floor
Los Angeles, California 90045-6442
Re: California Pizza Kitchen, Inc. - Registration Statement on Form S-1
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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 Company's registration statement on Form S-1 (the "Registration
Statement") initially filed on May 25, 2000 with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the proposed registration by the Company of
6,095,000 shares of common stock, par value $.01 per share (the "Shares").
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 date hereof, that the Shares have been duly authorized and that the Shares,
when issued and delivered in the manner set forth in the Registration Statement,
will be validly issued, fully paid and nonassessable.
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California Pizza Kitchen, Inc.
July 27, 2000
Page 2
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement. 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 Commission thereunder.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
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