EX-5.1 3 dex51.htm OPINION OF ROPES AND GRAY LLP OPINION OF ROPES AND GRAY LLP

Exhibit 5.1

 

August 23, 2004

 

 

 

Domino’s Pizza, Inc.

30 Frank Lloyd Wright Drive

Ann Arbor, Michigan 48106

 

Ladies and Gentlemen:

 

This opinion is furnished to you in connection with a registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof for the registration of 1,000,000 shares of Common Stock, $.01 par value (the “Shares”), of Domino’s Pizza, Inc., a Delaware corporation (the “Company”). The Shares are issuable under the Company’s Employee Stock Payroll Deduction Plan (the “Plan”).

 

We are familiar with the actions taken by the Company in connection with the Plan. For purposes of our 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, when the Shares have been issued and sold and consideration received therefor by the Company in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. 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.

 

It is understood that this opinion is to be used only in connection with the offer and sale of Shares while the Registration Statement is in effect.

 

Very truly yours,

 

/s/ Ropes & Gray LLP

 

Ropes & Gray LLP