Exhibit 5.1
JONES DAY
2727 North Harwood Street Dallas, Texas 75201-1515 Mailing Address: P.O. Box 660623 Dallas, Texas 75266-0623
TELEPHONE: (214) 220-3939 FACSIMILE: (214) 969-5100
July 11, 2012
Chuys Holdings, Inc.
1623 Toomey Rd.
Austin, Texas 78704
Re: | Registration Statement on Form S-1, as amended (No. 333-176097) |
Relating to the Initial Public Offering of up to |
6,708,332 shares of Common Stock of Chuys Holdings, Inc. |
Ladies and Gentlemen:
We are acting as counsel for Chuys Holdings, Inc., a Delaware corporation (the Company), in connection with the initial public offering and sale by the Company of up to 6,708,332 shares (the Shares) of common stock, par value $0.01 per share, pursuant to the Underwriting Agreement (the Underwriting Agreement) proposed to be entered into by and among the Company and Jefferies & Company, Inc. and Robert W. Baird & Co. Incorporated, acting as the representatives of the several underwriters to be named in Schedule A thereto.
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based upon the foregoing and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued and delivered pursuant to the Underwriting Agreement against payment of the consideration therefor as provided in the Underwriting Agreement, will be validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, we have assumed that Company will issue and deliver the Shares after the filing with the Secretary of State of the State of Delaware of the Companys Amended and Restated Certificate of Incorporation, in the form approved by us and filed as an exhibit to the Registration Statement (as defined below).
The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, and we express no opinion as to the effect of any other law of the State of Delaware or the laws of any other jurisdiction.
ALKHOBAR ATLANTA BEIJING BOSTON BRUSSELS CHICAGO CLEVELAND COLUMBUS DALLAS DUBAI
FRANKFURT HONG KONG HOUSTON IRVINE JEDDAH LONDON LOS ANGELES MADRID MEXICO CITY
MILAN MOSCOW MUNICH NEW DELHI NEW YORK PARIS PITTSBURGH RIYADH SAN DIEGO SAN FRANCISCO SHANGHAI SILICON VALLEY SINGAPORE SYDNEY TAIPEI TOKYO WASHINGTON
JONES DAY
Chuys Holdings, Inc.
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-1, as amended (No. 333-176097) (the Registration Statement), filed by the Company to effect registration of the Shares under the Securities Act of 1933 (the Act) and to the reference to us under the caption Legal Matters in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day