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EXHIBIT 5.1
July 19, 2000
Checkers Drive-In Restaurants, Inc.
14255 49th Street North, Building I
Clearwater, Florida 33762
Re: Registration Statement on Form S-8 for the Checkers Drive-In
Restaurants, Inc. Stock Option Plans
Sir or Madam:
As General Counsel to Checkers Drive-In Restaurants, Inc. (the
"Company") I have assisted with the preparation and filing of its
Registration Statement on Form S-8 with the Securities and Exchange
Commission pursuant to the requirements of the Securities Act of 1933, as
amended, for the registration of an aggregate of 3,033,608 shares of the
common stock of the Company, par value $.001 per share (the "Shares"),
issuable to eligible officers, employees and directors of the Company upon
the exercise of stock options or as other awards granted under the Company's
1994 Stock Option Plan for Non-Employee Directors, 1991 Stock Option Plan and
Employee Stock Purchase Plan (the "Plans").
In connection with the following opinion, I have examined and have
relied upon such documents, records, certificates, statements and instruments
as I have deemed necessary and appropriate to render the opinion herein set
forth. I have assumed that the Shares will be issued upon the exercise of
stock options only in a manner consistent with the terms of the relevent
stock option agreements, and that no stock options granted in calendar year
2000 will be exercised before such grants have been approved by the Company's
stockholders.
Based upon the foregoing, it is my opinion that the Shares, when issued
and sold to eligible officers, employees and directors pursuant to valid
exercises of stock options granted under the Plans, as well as any Shares
issued as restricted stock awards when issued in a manner consistent with the
terms of the Plans, will be legally issued, fully paid and nonassessable.
The undersigned hereby consents to the filing of this opinion as Exhibit
5.1 to the Registration Statement on Form S-8 and to the use of his name in
the Registration Statement.
Very truly yours,
/s/ ANDREW D. SIMONS, ESQ.
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ANDREW D. SIMONS, ESQ.
