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EXHIBIT 5.1
Opinion of Stradling Yocca Carlson & Rauth, A Professional Corporation
STRADLING YOCCA CARLSON & RAUTH
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
660 NEWPORT CENTER DRIVE, SUITE 1600
NEWPORT BEACH, CALIFORNIA 92660-6441
TELEPHONE (949) 725-4000
FACSIMILE (949) 725-4100
SAN FRANCISCO OFFICE
44 MONTGOMERY STREET, SUITE 2950
SAN FRANCISCO, CALIFORNIA 94104
TELEPHONE (415) 765-9180
FACSIMILE (415) 765-9187
July 12, 2000
CKE Restaurants, Inc.
401 W. Carl Karcher Way
Anaheim, California 92801
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by CKE Restaurants, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of an aggregate of 2,000,000 shares of the Company's common stock,
$.01 par value ("Common Stock"), issuable under the Company's 1999 Stock
Incentive Plan, as amended (the "Plan"). We have examined the proceedings
heretofore taken and are familiar with the additional proceedings proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the securities referred to above. Based on the foregoing, it is our opinion that
the 2,000,000 shares of Common Stock, when issued under the Plan and against
full payment therefor in accordance with the terms and conditions of the Plan,
will be legally and validly issued, fully paid and nonassessable. We consent to
the use of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ STRADLING YOCCA CARLSON & RAUTH
