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EXHIBIT 5
November 15, 2000
(949) 451-3800 C 22453-00007
Diedrich Coffee, Inc.
2144 Michelson Drive
Irvine, CA 92612
Re: Registration Statement on Form S-8 for 2000 Non-Employee Directors
Stock Option Plan
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Diedrich Coffee, 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
(the "Securities Act") of 24,000 shares of the Company's common stock, par value
$0.01 per share (the "Common Stock"), reserved for issuance under the Company's
2000 Non-Employee Directors Stock Option Plan (the "Plan").
For purposes of rendering this opinion, we have made such legal and
factual examinations as we have deemed necessary under the circumstances and, as
part of such examination, we have examined, among other things, originals and
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate. For the purposes of such examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.
On the basis of and in reliance upon the foregoing, and assuming the
Registration Statement shall have become effective pursuant to the provisions of
the Securities Act, we are of the opinion that the shares of Common Stock being
offered under the Plan, when issued and paid for in accordance with the
provisions of the Plan, will be validly issued, fully paid and nonassessable.
We hereby 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 thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
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Gibson, Dunn & Crutcher LLP
JMW/am
