Exhibit 5.1
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Board of Directors September 18, 2000
The Quizno's Corporation
1415 Larimer Street
Denver, CO 80202
Gentlemen:
We have acted as counsel to The Quizno's Corporation (the "Company") in
connection with the proposed sale of up to 670,000 shares and 300,000 shares,
respectively, of its common stock, par value $.001 per share, by the Company,
pursuant to the Company's Employee Stock Option Plan and Amended and Restated
Directors and Advisors Stock Option Plan, 100,000 shares of which are being
registered on a Form S-8 (the "Registration Statement") filed by the Company on
or about the date hereof with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended.
In connection therewith, we have examined and relied upon such corporate
records and other documents, instruments and certificates and have made such
other investigation as we deem appropriate as basis for the opinion set forth
below.
Based upon the foregoing, we are of the opinion that the shares of common
stock to be sold by the Company in the manner described in the Registration
Statement and any Prospectus relating thereto, will be legally issued, fully
paid and non-assessable.
We hereby consent to the use of our name in the Registration Statement and
the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Lyle B. Stewart, P.C.
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Lyle B. Stewart, P.C.
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