EXHIBIT 5.1
JEFFER, MANGELS, XXXXXX & XXXXXXX LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS SAN FRANCISCO OFFICE
TELEPHONE: (000) 000-0000 ATTORNEYS AT LAW TWELFTH FLOOR
FACSIMILE: (000) 000-0000 XXXXX XXXXX XXX XXXXXXX XXXXXX
0000 XXXXXX OF THE STARS SAN FRANCISCO, CALIFORNIA
XXX XXXXXXX, XXXXXXXXXX 00000-0000 94104-4405
TELEPHONE: (000) 000-0000
FACSIMILE: (000) 000-0000
REF./FILE NO.
June 19, 2001 56751- 0002
Chicago Pizza & Brewery, Inc.
00000 Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxx Xxxxx, XX 00000
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement
on Form S-8 (the "Registration Statement") which Chicago Pizza & Brewery, Inc.,
a California corporation (the "Company") has filed with the Securities and
Exchange Commission on or about June 19, 2001.
The Registration Statement covers 1,861,358 shares of the
Company's common stock, no par value (the "Shares"), consisting of (i) 1,200,000
Shares which may be issued in the future upon exercise of options under the
Chicago Pizza & Brewery, Inc. 1996 Stock Option Plan (the "1996 Plan"); (ii)
330,679 Shares which may be issued in the future upon exercise of options
granted pursuant to the Option Agreement dated December 20, 2000 between the
Company and Xxxx X. Xxxxxxx ("Motenko Option Agreement"); and (iii) 330,679
Shares which may be issued in the future upon exercise of options granted
pursuant to the Option Agreement dated December 20, 2000 between the Company and
Xxxxxxxx X. Xxxxxxxx ("Xxxxxxxx Option Agreement") (the 1996 Plan, the Motenko
Option Agreement and the Xxxxxxxx Option Agreement, collectively, the "Plans").
In connection with rendering this opinion, we have examined
originals, or copies identified to our satisfaction as being true copies of
originals, of the proceedings of the Board of Directors and Shareholders of the
Company relating to the adoption or approval of the Plans, the grant of options
under the Plans, and the issuance and sale of the Shares, and such other
corporate records of the Company and other documents which we considered
necessary for the purposes of this opinion. We have obtained from officers of
the Company a representation letter as to factual matters (the "Representation
Letter").
In our review and examination of documents we have assumed (i)
the genuineness of all signatures; (ii) the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified, conformed or photostatic copies
thereof; (iii) all signatories have adequate power and
JEFFER, MANGELS, XXXXXX & XXXXXXX LLP
Chicago Pizza & Brewery, Inc.
June 19, 2001
Page 2
authority and have taken all necessary actions to execute and deliver such
documents and hold all necessary licenses and permits to entitle them to enforce
such agreements; and (iv) each person signing a document is a competent adult
person not operating under any legal disability, duress or having been defrauded
in the execution of documents.
In rendering this opinion, we have also assumed (i) that the
Registration Statement is true, accurate and complete in all material respects,
(ii) that at the date of issuance of the Shares the Company shall have
sufficient authorized but unissued shares available for issuance and (iii) at
the date of issuance of the Shares, that the Company is in good standing in its
state of organization.
Based upon and subject to the foregoing, it is our opinion
that the Shares to be issued under the Plans have been duly authorized, and,
when so issued upon (i) payment therefore provided pursuant to the Plans; (ii)
the effectiveness of the Registration Statement; and (iii) compliance with
applicable blue sky laws, will constitute legally issued, fully paid and
nonassessable shares of the Common Stock of the Company.
We express no opinion as to compliance with the securities or
"blue sky" laws of any state in which the Shares or any options granted under
the Plans are proposed to be offered and sold or as to the effect, if any, which
non-compliance with such laws might have on the validity of issuance of the
Shares.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement; to the filing of this opinion in connection with
such filings of applications by the Company as may be necessary to register,
qualify or establish eligibility or an exemption from registration or
qualification of the Shares under the blue sky laws of any state or other
jurisdiction; and to the reference, if any, to this firm in the Prospectus under
the heading "Legal Opinion". In giving this consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended or the rules and regulations of the
Commission promulgated thereunder.
Nothing herein shall be deemed to relate to or constitute an
opinion concerning any matters not specifically set forth above.
JEFFER, MANGELS, XXXXXX & MARMARO LLP
Chicago Pizza & Brewery, Inc.
June 19, 2001
Page 3
The opinions set forth herein are based upon the federal laws
of the United States of America and the laws of the State of California, all as
now in effect. We express no opinion as to whether the laws of any particular
jurisdiction apply, and no opinion to the extent that the laws of any
jurisdiction other than those identified above are applicable to the subject
matter hereof.
The information set forth herein is as of the date of this
letter. We disclaim any undertaking to advise you of changes which may be
brought to our attention after the effective date of the Registration Statement.
Very truly yours,
/s/ JEFFER, MANGELS, XXXXXX & XXXXXXX LLP
