EX-5.1 2 dex51.htm OPINION OF ROPES & GRAY LLP OPINION OF ROPES & GRAY LLP

 

Exhibit 5.1

 

January 10, 2005

 

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 11,120,540 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 2004 Equity Incentive Plan and Fourth Amended and Restated Stock Option Plan (the “Plans”).

 

We are familiar with the actions taken by the Company in connection with the Plans. 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 Plans, the Shares will be validly issued, fully paid and non-assessable.

 

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