EXHIBIT 5.1


                           Form of Opinion of Counsel


Advantica Restaurant Group, Inc.
Denny's Holdings, Inc.
230 East Main Street
Spartanburg, South Carolina 29319

         Re:      Registration Statement on Form S-4 (File No. 333-72658)

Ladies and Gentlemen:

         We have acted as counsel to Advantica Restaurant Group, Inc., a
Delaware corporation ("Advantica") and Denny's Holdings, Inc., a New York
corporation ("Denny's Holdings," and together with Advantica, the "Companies"),
in connection with the filing of the above-referenced Registration Statement
(the "Registration Statement") with the Securities and Exchange Commission (the
"Commission") to register under the Securities Act of 1933, as amended (the
"Securities Act"), $ million principal amount of Senior Notes due 2007 of the
Companies (the "Notes") to be issued under an Indenture (the "Indenture") by and
among the Companies and U.S. Bank National Association, as Trustee (the
"Trustee"). Following the effectiveness of the Registration Statement, the
Companies intend to exchange Advantica's 11 1/4% Senior Notes due 2008 for the
Notes (the "Old Notes"), subject to the terms and conditions set forth in the
prospectus constituting part of the Registration Statement (the "Exchange
Offer"). This opinion letter is rendered pursuant to Item 21 of Form S-4 and
Item 601(b)(5) of the Commission's Regulation S-K.

         We have examined the Restated Certificate of Incorporation of
Advantica, the Bylaws of Advantica, as amended, the Certificate of Incorporation
of Denny's Holdings and the Amended and Restated By-Laws of Denny's Holdings, as
amended, records of proceedings of the Boards of Directors of the Companies
deemed by us to be relevant to this opinion letter, the proposed form of Note,
the proposed form of Indenture relating to the Notes, the Registration
Statement, and other agreements and documents that we deemed necessary for the
purpose of expressing the opinion set forth herein. We also have made such
further legal and factual examinations and investigations as we deemed necessary
for purposes of expressing the opinion set forth herein.

         As to certain factual matters relevant to this opinion letter, we have
relied upon certificates and statements of officers of the Companies and
certificates of public officials. Except to the extent expressly set forth
herein, we have made no independent investigations with regard thereto, and,
accordingly, we do not express any opinion as to matters that might have been
disclosed by independent verification.

         Our opinion set forth below is limited to the laws of the State of New
York, the General Corporation Law of the State of Delaware, applicable
provisions of the Constitution of the State of Delaware and reported judicial
decisions interpreting such General Corporation Law and Constitution. We do not
express any opinion herein concerning any other laws.

         This opinion letter is provided to the Companies and the Commission for
their use solely in connection with the transactions contemplated by the
Registration Statement and may not be used, circulated, quoted or otherwise
relied upon by any other person or for any other purpose without our express
written consent. The only opinion rendered by us consists of those matters set
forth in the sixth paragraph hereof, and no opinion may be implied or inferred
beyond the opinion expressly stated.

         Based on the foregoing, it is our opinion that, when (i) the Companies,
pursuant to authority granted by their respective Boards of Directors, shall
have duly taken action to determine the financial terms of the Notes and the
Exchange Offer, (ii) the Companies shall have duly complied with the
registration and prospectus delivery requirements of the Securities Act, with
the Securities Exchange Act of






1934, as amended, and with such state securities laws as may be applicable,
(iii) the Indenture shall have been duly completed, executed, attested and
delivered by the Companies and the Trustee, and (iv) the Notes shall have been
exchanged for the Old Notes in accordance with the terms and conditions of the
Exchange Offer as stated in the Registration Statement and the transmittal
documents that are exhibits thereto, and (v) the Notes shall have been duly
completed, executed and attested by the Companies, authenticated by the Trustee
under the Indenture, assuming due authorization of the Indenture by the Trustee
and the due qualification thereof under the Trust Indenture Act of 1939, as
amended, the Notes will be validly issued and will constitute legally binding
obligations of the Companies entitled to the benefits of the Indenture, except
(a) as may be limited by applicable bankruptcy, insolvency, liquidation,
reorganization, moratorium and other laws relating to or affecting the rights
and remedies of creditors generally, and by notions of reasonableness, good
faith and fair dealing, and (b) as the remedy of specific performance and other
forms of equitable relief may be subject to certain defenses and to the
discretion of the court before which proceedings may be brought (regardless of
whether enforceability is considered in a proceeding in equity or at law).

         We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus constituting a part thereof. In giving such consent,
we do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations
of the Commission thereunder.

                                            Very truly yours,