EXHIBIT 5.01


          [Letterhead of Dornbush Schaeffer Strongin & Venaglia, LLP]


                                          June 15, 2007


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


                   Re:  Benihana Inc.
                        Registration Statement on Form S-8
                        ----------------------------------


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") covering an aggregate of 1,023,564 shares (the
"Shares") of the Company's Common Stock, par value $.10 (the "Common Stock"),
(i) 123,334 of which Shares may be issued by the Company pursuant to prior or
future grants under the Company's 2003 Directors' Stock Option Plan, which was
approved by the stockholders of the Company at its Annual Meeting of
Stockholders held on August 21, 2003; (ii) 687,618 of which Shares may be issued
by the Company pursuant to prior or future grants under the Company's 2000
Employees Class A Stock Option Plan, which was approved by the stockholders of
the Company at its Annual Meeting of Stockholders held on August 3, 2000; (iii)
61,875 of which Shares may be issued by the Company pursuant to prior or future
grants under the Company's Amended and Restated Directors' Stock Option Plan,
which was approved by the stockholders of the Company at its Annual Meeting of
Stockholders held on August 27, 1998; (iv) 142,862 of which Shares may be issued
by the Company pursuant to prior or future grants under the Company's 1997
Employees Class A Stock Option Plan, which was approved by the stockholders of
the Company at its Annual Meeting of Stockholders held on August 27, 1998 (the
plans described in clauses (i) through (iv), collectively, the "Plans"); and (v)
2,875 of which Shares may be issued by the Company pursuant to a non-plan stock
option agreement between the Company and Norman S. Becker (the "Option
Agreement").

         In connection with this opinion, we have examined the Company's
Certificate of Incorporation and By-Laws, the Plans, the Option Agreement,
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
Shares, when issued and paid for in accordance with the Plans and the Option
Agreement, respectively, will be duly authorized, legally issued, fully paid and
non-assessable.

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

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

                                              Very truly yours,

                                              DORNBUSH SCHAEFFER STRONGIN
                                                  & VENAGLIA, LLP


                                              By: /s/ Landey Strongin
                                                  ------------------------------
                                                      Landey Strongin, a Partner








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