Exhibit 5.01

           [Letterhead of Dornbush Mensch Mandelstam & Schaeffer, LLP]




                                        September 5, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

          Re:  Benihana Inc.; Registration
               Statement on Form S-2
               ---------------------------

Gentlemen:


          We have been requested by Benihana Inc., a Delaware corporation (the
"Company"), to furnish you with our opinion as to the matters hereinafter set
forth in connection with the above-captioned registration statement (the
"Registration Statement") relating to the sale of a maximum of 862,500 shares of
the Company's Class A Common Stock, par value $.10 per share (the "Shares"), by
the Company to the public. The maximum of 862,500 Shares includes 112,500 Shares
which may be sold to cover over-allotments, if any.

          In connection with this opinion, we have examined the Registration
Statement, the Certificate of Incorporation and By-laws of the Company, each as
amended to date, copies of the records of corporate proceedings of the Company
and such other documents as we have deemed necessary to enable us to render the
opinion hereinafter expressed.

          Based upon and subject to the foregoing, we are of the opinion that
the 862,500 Shares proposed to be sold by the Company, when issued, sold and
paid for pursuant to and in the manner contemplated by the Registration
Statement, will be validly authorized, legally issued, fully paid and
non-assessable Shares.

          We render no opinion as to the laws of any jurisdiction other than the
internal corporate law of the State of Delaware.



Securities and Exchange Commission
September 5, 2001
Page 2

          We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Opinions" in the prospectus included in the Registration Statement.

                                   Very truly yours,

                                   DORNBUSH MENSCH MANDELSTAM
                                   &  SCHAEFFER, LLP


                                   By:      /s/  Herschel S. Weinstein
                                      ------------------------------------------
                                            Herschel S. Weinstein, Partner