Exhibit 23.1


                  [Letterhead of Dinsmore & Shohl LLP]


                               June 20, 2001

CBRL Group, Inc.
305 Hartmann Drive
Lebanon, Tennessee 37087

Ladies and Gentlemen:

     This opinion is rendered for use in connection with the Registration
Statement on Form S-8, relating to the CBRL Group, Inc. 2000 Non-Executive
Stock Option Plan (the "Plan"), to be filed by CBRL Group, Inc. (the
"Company") with the Securities and Exchange Commission on or about June 20,
2001, under which 2,250,000 shares of the Company's Common Stock $.01 par
value ("Common Stock") are to be registered.

     We hereby consent to the filing of this opinion as Exhibits 5 and 23.1
to the Registration Statement and to the reference to our name in the
Registration Statement.

     As counsel to the Company, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction,
of such statutes, documents, corporate records, certificates of public
officials, and other instruments as we have deemed necessary for the purpose
of this opinion, including the Company's Charter and Bylaws and the record of
proceedings of the shareholders and directors of the Company.

     Based upon the foregoing, we are of the opinion that the 2,250,000
shares of the Company's Common Stock that may be issued and sold from time to
time in accordance with the Plan have been duly authorized for issuance and
will, when issued, sold and paid for in accordance with the Plan, be validly
issued, fully paid and non-assessable.

                               Very Truly Yours,

                               /s/ DINSMORE & SHOHL LLP