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EXHIBIT 5.1
ALSTON & BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
www.alston.com
November 9, 2000
RARE Hospitality International, Inc.
8215 Roswell Road, Building 600
Atlanta, Georgia 30350
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to RARE Hospitality International, Inc., a
Georgia corporation ("the Company"), in connection with the filing of the
above-referenced Registration Statement (the "Registration Statement"), with the
Securities and Exchange Commission (the "Commission") to register under the
Securities Act of 1933, as amended (the "Securities Act"), up to 1,223,250
shares (the "Shares") of the Company's Common Stock, no par value (the "Common
Stock"), which may be issued by the Company upon (i) the exercise of
non-qualified stock options evidenced by Non-Qualified Stock Option Agreements
(the "Option Agreements") and (ii) the grant or exercise of awards made under
the RARE Hospitality International, Inc. 1997 Long-Term Incentive Plan, as
amended (the "Plan"). This opinion letter is rendered pursuant to Item 8 of Form
S-8 and Item 601(b)(5) of the Commission's Regulation S-K.
We have examined the Amended and Restated Articles of Incorporation of
the Company, the Bylaws of the Company, as amended, records of proceedings of
the Company's Board of Directors and confirmatory resolutions of the Stock
Option Committee deemed by us to be relevant to this opinion letter, a form of
the Option Agreements, a copy of the Plan and the Registration Statement. We
also have made such further legal and factual examinations and investigations as
we deemed necessary for purposes of expressing the opinion set forth herein.
As to certain factual matters relevant to this opinion letter, we have
relied upon certificates and statements of officers of the Company and
certificates of public officials. Except to the extent expressly set forth
herein, we have made no independent investigations with regard thereto, and
accordingly, we do not express any opinion as to matters that might have been
disclosed by independent verification.
This opinion letter is provided to the Company and the Commission for
their use solely in connection with the transactions contemplated by the
Registration Statement and may not be used, circulated, quoted or otherwise
relied upon by any other person or for
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1211 East Morehead Street 3605 Glenwood Avenue, Suite 310 601 Pennsylvania Avenue, N.W.
P. O. Drawer 34009 P. O. Drawer 31107 North Building, 11th Floor
Charlotte, NC 28234-4009 Raleigh, NC 27622-1107 Washington, DC 20004-2601
704-331-6000 919-420-2200 202-756-3300
Fax: 704-334-2014 Fax: 919-420-2260 Fax: 202-756-3333
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RARE Hospitality International, Inc.
November 9, 2000
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any other purpose without our express written consent. The only opinion rendered
by us consists of those matters set forth in the sixth paragraph hereof, and no
opinion may be implied or inferred beyond those expressly stated.
Our opinion set forth below is limited to the laws of the State of
Georgia, and we do not express any opinion herein concerning any other laws.
Based upon the foregoing, it is our opinion that the Shares to be
issued pursuant to (i) the exercise of the Option Agreements and (ii) the grant
or exercise of awards made under the Plan, are duly authorized and, when issued
by the Company in accordance with the terms of the Option Agreements or the
Plan, as the case may be, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such 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.
ALSTON & BIRD LLP
By: /s/ William H. Avery
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Partner
