OPINION LETTER
Published on May 3, 1999
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MORRISON & HECKER L.L.P.
ATTORNEYS AT LAW
2600 Grand Avenue
Kansas City, Missouri 64108-4606
Telephone (816) 691-2600
Telefax (816) 474-4208
May 3, 1999
Pizza Inn, Inc.
5050 Quorum Drive, Suite 500
Dallas, Texas 75240
Re: Registration Statement on Form S-8
Pizza Inn, Inc. 1993 Stock Award Plan (the "1993 Plan")
Ladies and Gentlemen:
In connection with the filing of a Registration Statement on Form S-8
for Pizza Inn, Inc. (the "Company"), relating to both the issuance pursuant to
the 1993 Plan and the subsequent reoffering and resale of common stock of the
Company (the "Stock"), you have requested our opinion on the legality of the
Stock being issued thereunder. We have examined the Company's Restated Articles
of Incorporation, as amended, the Company's Amended and Restated By-Laws,
Minutes of applicable meetings of the Board of Directors of the Company, the
1993 Plan, and such other records and documents, together with applicable
certificates of public officials, that we have deemed relevant to this opinion.
Based on the foregoing, it is our opinion that all necessary corporate
actions have been taken to authorize the issuance and sale of 1,000,000 shares
of Stock in the manner and as provided for in the Registration Statement on Form
S-8, and when such Registration Statement becomes effective and the Stock is
issued and the payment received therefore in accordance with the 1993 Plan, the
Stock will be validly issued and such Stock will be fully paid and nonassessable
.
We hereby consent to the reference to our firm in the Registration
Statement on Form S-8, and consent to the filing of this letter, or copies
hereof, as an exhibit to such Registration Statement.
Very truly yours,
MORRISON & HECKER L.L.P.
/s/ Morrison & Hecker L..L.P.