EXHIBIT 5

OPINION RE: LEGALITY

DIXON DIXON & JESSUP LTD., L.L.P.
Suite 1800
One First National Center
Sixteenth & Dodge Streets
Omaha, Nebraska 68102-1504
(402) 345-3900


January 25, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

We have served as special counsel to Pizza Inn, Inc., a
Missouri corporation (the "Company"), in connection with the
preparation and filing of the Company's Registration Statement on
Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") on November 15, 1993,
relating to 3,200,000 shares of the Company's Common Stock, par
value $.01 (the "Common Stock"), that are the subject of options
that are being awarded under the Company's 1992 Stock Award Plan,
the 1993 Stock Award Plan and the 1993 Outside Directors Stock
Award Plan (collectively, the "Plans"). We have also acted as
special counsel to the Company in connection with the preparation
and filing of Post-Effective Amendments Nos. 1 and 2 to the
Registration Statement, filed with the Commission on December 6,
1993, and January 19, 1996, respectively. Except as provided for
herein, all capitalized terms shall have the meanings assigned to
them in the Registration Statement.

We have reviewed a copy of the Restated Articles of
Incorporation of the Company and all amendments thereto and a copy
of the By-laws of the Company, both copies as certified to be true
and correct by the Secretary of the Company; and certified copies
of resolutions adopted by the board of directors of the Company
authorizing the issuance of the Common Stock and adoption of the
Plans. We have also examined originals (or copies certified or
otherwise identified to our satisfaction) of such other documents,
corporate records, certificates and instruments, and we have made
such investigations of law and fact, as we have deemed to be
necessary or appropriate.


We have relied upon officer certificates as to the
authenticity and completeness of all written materials delivered to
us as originals or copies or reproductions of originals, we have
assumed the genuineness of the signatures on all documents, we have
relied as to factual matters upon the truth and completeness of the
factual representations set forth in officer certificates, and we
have relied upon certain certificates of public officials.

We have assumed the due authorization and valid execution and
delivery of all of the documents submitted to us as originals,
conformity to the originals of all documents submitted to us as
copies or facsimiles and the corporate power and corporate
authority of all parties to execute, deliver and perform all of the
documents related to matters covered by this letter.

Based upon and subject to the following, and based upon our
consideration of applicable laws and such legal considerations as
we deem to be relevant, our opinion is as follows:

When, in accordance with the terms of the Plans,
consideration is paid and the Common Stock is issued, the
Common Stock will be legally issued, fully paid and
nonassessable.

It should be noted that the Common Stock is subject to
restrictions contained in the Company's Articles of Incorporation
with respect to acquisitions by or transfer to certain persons who
are or through purchase would become holders of ten percent (10%)
or more of the Common Stock. In addition, certain shares of Common
Stock issued to the Company's chief executive officer and other
officers and employees are subject to certain contractual limits on
transfer and vesting.

The opinion contained in this letter is limited to the
corporation laws of the State of Missouri and the federal laws of
the United States. The opinion contained in this letter is limited
to matters expressly set forth in this letter, and no opinion is to
be implied or may be inferred beyond the matters expressly so
stated.

The opinion contained in this letter is given as of the date
of this letter and is rendered exclusively for your benefit. This
opinion may not be relied upon by any other person or entity and
may not be circulated, quoted or cited, in whole or in part,
without our express prior written consent. We hereby consent to
use of this letter as an exhibit to the Registration Statement and
to such references to our firm as may be made therein.

Very truly yours,


/s/ Dixon Dixon & Jessup Ltd., L.L.P.