EX-5.1 2 dex51.htm OPINION OF ROPES & GRAY LLP OPINION OF ROPES & GRAY LLP

Exhibit 5.1

 

ROPES

&GRAY

ROPES & GRAY LLP

ONE INTERNATIONAL PLACE        BOSTON, MA 02110-2624        617-951-7000        F 617-951-7050

BOSTON            NEW YORK            SAN FRANCISCO            WASHINGTON, DC

 

July 12, 2004

 

 

 

Domino’s Pizza, Inc.

30 Frank Lloyd Wright Drive

Ann Arbor, Michigan 48106

 

Re: Domino’s Pizza, Inc.

 

Ladies and Gentlemen:

 

This opinion is furnished to you in connection with a registration statement on Form S-1 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of 183,343 shares of Common Stock, $.01 par value (the “Common Stock”), of Domino’s Pizza, Inc., a Delaware corporation (the “Company”). The 183,343 shares of Common Stock to be registered pursuant to the Registration Statement are being offered by certain selling stockholders (the “Shares”). The Shares are to be sold pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into among the Company, the selling stockholders and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as representatives of the underwriters named therein.

 

We have acted as counsel for the Company in connection with the proposed issuance and sale of the Shares. For purposes of this opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary.

 

The opinions expressed below are limited to the Delaware General Corporation Law, including the applicable provisions of the Delaware Constitution and the reported cases interpreting those laws.

 

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and validly issued and are fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal matters” in the prospectus included therein. In giving this consent we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,

 

/s/ Ropes & Gray LLP

 

Ropes & Gray LLP