S-4/A

As filed with the Securities and Exchange Commission on November 8, 2010

Registration No. 333-169977

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CKE RESTAURANTS, INC.

*And the Guarantors listed in the Table of Additional Registrants

(Exact name of Registrant as specified in its charter)

Delaware	5812	33-0602639
(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

6307 Carpinteria Ave., Ste. A

Carpinteria, California 93013

(805) 745-7500

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Andrew F. Puzder

Chief Executive Officer

CKE Restaurants, Inc.

6307 Carpinteria Ave., Ste. A

Carpinteria, California 93013

(805) 745-7500

(Name and address, including zip code, and telephone

number, including area code, of agent for service)

With Copies to:

Howard A. Kenny, Esq.

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178

(212) 309-6000

Fax: (212) 309-6001

Approximate date of commencement of exchange offer: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 under the Securities Exchange Act of 1934:

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

*Table of Additional Registrants

Name of Additional Registrant+	Jurisdiction of Incorporation or Formation	Primary Standard Industrial Classification  Code Number		I.R.S. Employer Identification  Number
CKE Distribution, LLC	California		5812		None
Aeroways, LLC	California		5812		None
Carl Karcher Enterprises, Inc.	California		5812		95 - 2415578
Hardee’s Food Systems, Inc.	North Carolina		5812		56 - 0732584
Spardee’s Realty, Inc.	Alabama		5812		58 - 1864855
HED, Inc.	North Carolina		5812		56 - 1253195
Burger Chef Systems, Inc.	North Carolina		5812		56 - 0905056
Santa Barbara Restaurant Group, Inc.	Delaware		5812		33 - 0403086
GB Franchise Corporation	California		5812		33 - 0315776
Channel Islands Roasting Company	California		5812		20 - 1332309
CKE REIT II, Inc.	Delaware		5812		None
Carl’s Jr. Region VIII, Inc.	Delaware		5812		33-0823059
Flagstar Enterprises, Inc.	Alabama		5812		57-0900036

+ Addresses and telephone numbers of principal executive offices are the same as those of CKE Restaurants, Inc.

Explanatory Note

The sole purpose of this Amendment No. 1 is to amend the exhibit index and to file Exhibits 5.1, 5.2, 5.3 and 23.1 to the registration statement. No other changes have been made to the registration statement. Accordingly, the amendment consists only of the facing page, this explanatory note and Part II of this registration statement.

PART II

ITEM 20. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the Registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The Registrant’s Certificate of Incorporation provides for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (4) for any transaction from which the director derived an improper personal benefit. The Registrant’s Certificate of Incorporation and its Amended and Restated Bylaws provide for such limitation of liability to the fullest extent permitted by the Delaware General Corporation Law.

The Registrant maintains standard policies of insurance under which coverage is provided (1) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers of the Registrant, and (2) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to any indemnification provision contained in the Certificate of Incorporation or otherwise as a matter of law.

Santa Barbara Restaurant Group, Inc., CKE REIT II, Inc. and Carl’s Jr. Region VIII, Inc. are organized under the laws of the State of Delaware. Under Delaware law, directors, officers, employees and other individuals may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of conduct is applicable in the case of a derivative action, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with defense or settlement of such an action and Delaware law requires court approval before there can be any indemnification of expenses where the person seeking indemnification has been found liable to the corporation.

The Certificates of Incorporation, as amended, of each of Santa Barbara Restaurant Group, Inc., CKE REIT II, Inc. and Carl’s Jr. Region VIII, Inc. provide for the indemnification of directors except for (1) liability for any breach of the director’s loyalty to the company to its stockholders, (2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law, (3) under Section 174 of the Delaware General Corporation Law, or (4) any transaction from which the director derived an improper benefit. It is intended that the foregoing provisions provide the maximum protection against liability afforded by the Delaware General Corporation Law.

The laws of Alabama, California and North Carolina governing the guarantors listed as registrants under this registration statement contain provisions similar to Delaware law regarding the indemnification of directors, managers, trustees and officers, as applicable, and the limitation of their personal liability.

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ITEM 21.   EXHIBITS

(a) Exhibits

Exhibit Number	Description of Exhibits
2.1	Agreement and Plan of Merger, dated as of April 18, 2010, by and among Columbia Lake Acquisition Holdings, Inc., Columbia Lake Acquisition Corp. and CKE Restaurants, Inc.*
3.1	Certificate of Incorporation of CKE Restaurants, Inc.*
3.2	Amended and Restated By-Laws of CKE Restaurants, Inc.*
3.3	Articles of Organization of CKE Distribution, LLC*
3.4	Operating Agreement of CKE Distribution, LLC*
3.5	Articles of Organization of Aeroways, LLC*
3.6	Operating Agreement of Aeroways, LLC*
3.7	Articles of Incorporation of Carl Karcher Enterprises, Inc.*
3.8	Bylaws of Carl Karcher Enterprises, Inc.*
3.9	Restated Charter of Hardee’s Food Systems, Inc.*
3.10	By-laws of Hardee’s Food Systems, Inc.*
3.11	Amended and Restated Articles of Incorporation of Spardee’s Realty, Inc.*
3.12	Bylaws of Spardee’s Realty, Inc.*
3.13	Articles of Incorporation of HED, Inc.*
3.14	By-laws of HED, Inc.*
3.15	Articles of Incorporation of Burger Chef Systems, Inc.*
3.16	Bylaws of Burger Chef Systems, Inc.*
3.17	Amended and Restated Certificate of Incorporation of Santa Barbara Restaurant Group, Inc.*
3.18	Amended and Restated Bylaws of Santa Barbara Restaurant Group, Inc.*
3.19	Articles of Incorporation of GB Franchise Corporation*
3.20	Bylaws of GB Franchise Corporation*
3.21	Articles of Incorporation of Channel Islands Roasting Company*
3.22	Bylaws of Channel Islands Roasting Company*
3.23	Certificate of Incorporation of CKE REIT II, Inc.*
3.24	Bylaws of CKE REIT II, Inc.*
3.25	Certificate of Incorporation of Carl’s Jr. Region VIII, Inc.*
3.26	Bylaws of Carl’s Jr. Region VIII, Inc.*
3.27	Articles of Incorporation of Flagstar Enterprises, Inc.*
3.28	Bylaws of Flagstar Enterprises, Inc.*
4.1	Senior Secured Second Lien Notes Indenture, dated as of July 12, 2010, between Columbia Lake Acquisition Corp. and Wells Fargo Bank, National Association, as Trustee*
4.2	First Supplemental Indenture, dated as of July 12, 2010, by and among CKE Restaurants, Inc., the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee, to the Senior Secured Second Lien Notes Indenture, dated as of July 12, 2010, between Columbia Lake Acquisition Corp. and Wells Fargo Bank, National Association, as Trustee*
4.3	Form of 11.375% Senior Secured Second Lien Notes due 2018 (included in the Indenture filed as Exhibit 4.1 to the registration statement)*
4.4	Registration Rights Agreement, dated July 12, 2010, by and among Columbia Lake Acquisition Corp., CKE Restaurants, Inc, and the Guarantors party thereto and Morgan Stanley & Co. Incorporated, Citigroup Global Markets, Inc. and RBC Capital Markets Corporation, as Initial Purchasers*
5.1	Opinion of Morgan, Lewis & Bockius LLP**
5.2	Opinion of Parker Poe Adams & Bernstein LLP**
5.3	Opinion of Burr & Forman LLP**
10.1	Credit Agreement, dated as of July 12, 2010, among Columbia Lake Acquisition Holdings, Inc., Columbia Lake Acquisition Corp. (merged with and into CKE Restaurants, Inc.), as Borrower, the Lenders party thereto, Morgan Stanley Senior Funding, Inc., as Administrative Agent and Collateral Agent, Citicorp North America, Inc. and Royal Bank of Canada, as Co-Syndication Agents, and Morgan Stanley Senior Funding, Inc., Citicorp Global Markers Inc. and RBC Capital Markets, as Joint Bookrunners and Joint-Lead Arrangers*
10.2	Intercreditor Agreement, dated as of July 12, 2010, among Morgan Stanley Senior Funding, Inc., as Credit Agreement Agent, each Other First-Priority Lien Obligations Agent party thereto, Wells Fargo Bank, National Association, as Trustee, and each collateral agent for any Future Second Lien Indebtedness party thereto*

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10.3	Collateral Agreement, dated as of July 12, 2010, among Columbia Lake Acquisition Corp. (merged with and into CKE Restaurants, Inc.), as Issuer, each Guarantor identified therein, and Wells Fargo Bank, National Association, as Trustee and Collateral Agent.*
10.4	Notes Copyright Security Agreement, dated as of July 12, 2010, among the Guarantors identified therein, Wells Fargo Bank, National Association, as Trustee and Collateral Agent.*
10.5	Notes Patent Security Agreement, dated as of July 12, 2010, among the Guarantors identified therein, Wells Fargo Bank, National Association, as Trustee and Collateral Agent.*
10.6	Notes Trademark Security Agreement, dated as of July 12, 2010, among the Guarantors identified therein, Wells Fargo Bank, National Association, as Trustee and Collateral Agent.*
10.7	Management Services Agreement, dated as of July 12, 2010, among CKE Restaurants, Inc., Columbia Lake Acquisition Holdings, Inc., and Apollo Management VII, L.P.*
10.8	Limited Partnership Agreement of Apollo CKE Holdings, L.P., dated as of July 12, 2010, among Apollo CKE GP, LLC, as the General Partner, Apollo CKE Investors, L.P., as a Limited Partner, and the Management Limited Partners, each as a Limited Partner*
10.9	Employment Agreement with Andrew F. Puzder*
10.10	Employment Agreement with E. Michael Murphy*
10.11	Employment Agreement with Theodore Abajian*
12.1	Statement Regarding the Computation of Ratio of Earnings to Fixed Charges for CKE Restaurants, Inc.*
21.1	Subsidiaries of CKE Restaurants, Inc.*
23.1	Consent of KPMG LLP**
23.2	Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)**
23.3	Consent of Parker Poe Adams & Bernstein LLP (included in Exhibit 5.2)**
23.4	Consent of Burr & Forman LLP (included in Exhibit 5.3)**
24.1	Powers of Attorney (included in the signature pages to the registration statement filed on October 15, 2010)*
25.1	Statement of Eligibility on Form T-1 of Wells Fargo Bank, National Association, as trustee under the Indenture for CKE Restaurants, Inc.’s 11.375% Senior Secured Second Lien Notes due 2018*
99.1	Form of Letter of Transmittal*
99.2	Form of Notice for Guaranteed Delivery*
99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
99.4	Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to their Clients*

* Previously filed

** Filed herewith

ITEM 22. UNDERTAKINGS

The undersigned registrants hereby undertake:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed pursuant to Rule 424(b) as part of the registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e) That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of securities: The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its securities provided by or on behalf of the undersigned registrants; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(f) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(g) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the date of the registration statement through the date of responding to the request.

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(h) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carpinteria, State of California, on November 8, 2010.

CKE RESTAURANTS, INC.
By:	/s/    ANDREW F. PUZDER
Name:	Andrew F. Puzder
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    ANDREW F. PUZDER         Andrew F. Puzder	Chief Executive Officer and Director (Principal Executive Officer)	November 8, 2010
/s/    THEODORE ABAJIAN         Theodore Abajian	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	November 8, 2010
/S/ REESE STEWART Reese Stewart	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	November 8, 2010
* Peter P. Copses	Chairman of the Board of Directors	November 8, 2010
* Robert J. DiNicola	Director	November 8, 2010
* George G. Golleher	Director	November 8, 2010
* Lance A. Milken	Director	November 8, 2010

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* Daniel E. Ponder, Jr.		Director	November 8, 2010
* Jerold H. Rubinstein		Director	November 8, 2010
* C. Thomas Thompson		Director	November 8, 2010
* By:	/s/    THEODORE ABAJIAN
	Theodore Abajian Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carpinteria, State of California, on November 8, 2010.

CKE DISTRIBUTION, LLC*
By:	CKE Restaurants, Inc., as Sole Member
By:	/s/    ANDREW F. PUZDER
Name:	Andrew F. Puzder
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following person in the capacity and on the date indicated.

Signature		Title	Date
By:	/s/    ANDREW F. PUZDER	Chief Executive Officer and Director (Principal Executive Officer)	November 8, 2010
	CKE Restaurants, Inc., as Sole Member
Name:	Andrew F. Puzder

* CKE Distribution, LLC is a single member limited liability company managed by its sole member, CKE Restaurants, Inc., and does not have any officers or a board of directors or similar body. A separate signature page for CKE Restaurants, Inc. is included elsewhere in this Amendment No. 1 to registration statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carpinteria, State of California, on November 8, 2010.

AEROWAYS, LLC*
By:	CKE Restaurants, Inc., as Sole Member
By:	/s/    ANDREW F. PUZDER
Name: Title:	Andrew F. Puzder Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following person in the capacity and on the date indicated.

Signature		Title	Date
By:	/s/    ANDREW F. PUZDER	Chief Executive Officer and Director (Principal Executive Officer)	November 8, 2010
	CKE Restaurants, Inc., as Sole Member
Name:	Andrew F. Puzder

* Aeroways, LLC is a single member limited liability company managed by its sole member, CKE Restaurants, Inc., and does not have any officers or a board of directors or similar body. A separate signature page for CKE Restaurants, Inc. is included elsewhere in this Amendment No. 1 to the registration statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carpinteria, State of California, on November 8, 2010.

CARL KARCHER ENTERPRISES, INC.
By:	/s/    ANDREW F. PUZDER
Name:	Andrew F. Puzder
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/    ANDREW F. PUZDER         Andrew F. Puzder		Chief Executive Officer and Director (Principal Executive Officer)	November 8, 2010
/s/    THEODORE ABAJIAN         Theodore Abajian		Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	November 8, 2010
* E. Michael Murphy		Director	November 8, 2010
* By:	/s/    THEODORE ABAJIAN
	Theodore Abajian Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carpinteria, State of California, on November 8, 2010.

HARDEE’S FOOD SYSTEMS, INC.
By:	/s/    ANDREW F. PUZDER
Name:	Andrew F. Puzder
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/    ANDREW F. PUZDER         Andrew F. Puzder		Chief Executive Officer and Director (Principal Executive Officer)	November 8, 2010
/s/    THEODORE ABAJIAN         Theodore Abajian		Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	November 8, 2010
* E. Michael Murphy		Director	November 8, 2010
* By:	/s/    THEODORE ABAJIAN
	Theodore Abajian Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carpinteria, State of California, on November 8, 2010.

SPARDEE’S REALTY, INC.
By:	/s/    ANDREW F. PUZDER
Name:	Andrew F. Puzder
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/    ANDREW F. PUZDER         Andrew F. Puzder		Chief Executive Officer and Director (Principal Executive Officer)	November 8, 2010
/s/    THEODORE ABAJIAN         Theodore Abajian		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	November 8, 2010
* E. Michael Murphy		Director	November 8, 2010
* By:	/s/    THEODORE ABAJIAN
	Theodore Abajian Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carpinteria, State of California, on November 8, 2010.

HED, INC.
By:	/s/    ANDREW F. PUZDER
Name:	Andrew F. Puzder
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/    ANDREW F. PUZDER         Andrew F. Puzder		Chief Executive Officer and Director (Principal Executive Officer)	November 8, 2010
/s/    THEODORE ABAJIAN         Theodore Abajian		Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	November 8, 2010
* E. Michael Murphy		Director	November 8, 2010
* By:	/s/    THEODORE ABAJIAN
	Theodore Abajian Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carpinteria, State of California, on November 8, 2010.

BURGER CHEF SYSTEMS, INC.
By:	/s/    ANDREW F. PUZDER
Name:	Andrew F. Puzder
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/    ANDREW F. PUZDER         Andrew F. Puzder		Chief Executive Officer and Director (Principal Executive Officer)	November 8, 2010
/s/    THEODORE ABAJIAN         Theodore Abajian		Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	November 8, 2010
* E. Michael Murphy		Director	November 8, 2010
* By:	/s/    THEODORE ABAJIAN
	Theodore Abajian Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carpinteria, State of California, on November 8, 2010.

SANTA BARBARA RESTAURANT GROUP, INC.
By:	/s/    ANDREW F. PUZDER
Name:	Andrew F. Puzder
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/    ANDREW F. PUZDER         Andrew F. Puzder		Chief Executive Officer and Director (Principal Executive Officer)	November 8, 2010
/s/    THEODORE ABAJIAN         Theodore Abajian		Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	November 8, 2010
* E. Michael Murphy		Director	November 8, 2010
* By:	/s/    THEODORE ABAJIAN
	Theodore Abajian Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carpinteria, State of California, on November 8, 2010.

GB FRANCHISE CORPORATION
By:	/s/    ANDREW F. PUZDER
Name:	Andrew F. Puzder
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/    ANDREW F. PUZDER         Andrew F. Puzder		Chief Executive Officer and Director (Principal Executive Officer)	November 8, 2010
/s/    THEODORE ABAJIAN         Theodore Abajian		Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	November 8, 2010
* E. Michael Murphy		Director	November 8, 2010
* By:	/s/    THEODORE ABAJIAN
	Theodore Abajian Attorney-in-Fact

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carpinteria, State of California, on November 8, 2010.

CHANNEL ISLANDS ROASTING COMPANY
By:	/s/    ANDREW F. PUZDER
Name:	Andrew F. Puzder
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/    ANDREW F. PUZDER         Andrew F. Puzder		Chief Executive Officer and Director (Principal Executive Officer)	November 8, 2010
/s/    THEODORE ABAJIAN         Theodore Abajian		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	November 8, 2010
* E. Michael Murphy		Director	November 8, 2010
* By:	/s/    THEODORE ABAJIAN
	Theodore Abajian Attorney-in-Fact

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carpinteria, State of California, on November 8, 2010.

CKE REIT II, INC.
By:	/s/    ANDREW F. PUZDER
Name:	Andrew F. Puzder
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/    ANDREW F. PUZDER         Andrew F. Puzder		Chief Executive Officer and Director (Principal Executive Officer)	November 8, 2010
/s/    THEODORE ABAJIAN         Theodore Abajian		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	November 8, 2010
* E. Michael Murphy		Director	November 8, 2010
* By:	/s/    THEODORE ABAJIAN
	Theodore Abajian Attorney-in-Fact

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carpinteria, State of California, on November 8, 2010.

CARL’S JR. REGION VIII, INC.
By:	/s/    ANDREW F. PUZDER
Name:	Andrew F. Puzder
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/    ANDREW F. PUZDER         Andrew F. Puzder		Chief Executive Officer and Director (Principal Executive Officer)	November 8, 2010
/s/    THEODORE ABAJIAN         Theodore Abajian		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	November 8, 2010
* E. Michael Murphy		President and Director	November 8, 2010
* By:	/s/    THEODORE ABAJIAN
	Theodore Abajian Attorney-in-Fact

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Carpinteria, State of California, on November 8, 2010.

FLAGSTAR ENTERPRISES, INC.
By:	/s/    ANDREW F. PUZDER
Name:	Andrew F. Puzder
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/    ANDREW F. PUZDER         Andrew F. Puzder		Chief Executive Officer and Director (Principal Executive Officer)	November 8, 2010
/s/    THEODORE ABAJIAN         Theodore Abajian		Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	November 8, 2010
* E. Michael Murphy		Director	November 8, 2010
* By:	/s/    THEODORE ABAJIAN
	Theodore Abajian Attorney-in-Fact

II-20

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
2.1	Agreement and Plan of Merger, dated as of April 18, 2010, by and among Columbia Lake Acquisition Holdings, Inc., Columbia Lake Acquisition Corp. and CKE Restaurants, Inc.*
3.1	Certificate of Incorporation of CKE Restaurants, Inc.*
3.2	Amended and Restated By-Laws of CKE Restaurants, Inc.*
3.3	Articles of Organization of CKE Distribution, LLC*
3.4	Operating Agreement of CKE Distribution, LLC*
3.5	Articles of Organization of Aeroways, LLC*
3.6	Operating Agreement of Aeroways, LLC*
3.7	Articles of Incorporation of Carl Karcher Enterprises, Inc.*
3.8	Bylaws of Carl Karcher Enterprises, Inc.*
3.9	Restated Charter of Hardee’s Food Systems, Inc.*
3.10	By-laws of Hardee’s Food Systems, Inc.*
3.11	Amended and Restated Articles of Incorporation of Spardee’s Realty, Inc.*
3.12	Bylaws of Spardee’s Realty, Inc.*
3.13	Articles of Incorporation of HED, Inc.*
3.14	By-laws of HED, Inc.*
3.15	Articles of Incorporation of Burger Chef Systems, Inc.*
3.16	Bylaws of Burger Chef Systems, Inc.*
3.17	Amended and Restated Certificate of Incorporation of Santa Barbara Restaurant Group, Inc.*
3.18	Amended and Restated Bylaws of Santa Barbara Restaurant Group, Inc.*
3.19	Articles of Incorporation of GB Franchise Corporation*
3.20	Bylaws of GB Franchise Corporation*
3.21	Articles of Incorporation of Channel Islands Roasting Company*
3.22	Bylaws of Channel Islands Roasting Company*
3.23	Certificate of Incorporation of CKE REIT II, Inc.*
3.24	Bylaws of CKE REIT II, Inc.*
3.25	Certificate of Incorporation of Carl’s Jr. Region VIII, Inc.*
3.26	Bylaws of Carl’s Jr. Region VIII, Inc.*
3.27	Articles of Incorporation of Flagstar Enterprises, Inc.*
3.28	Bylaws of Flagstar Enterprises, Inc.*
4.1	Senior Secured Second Lien Notes Indenture, dated as of July 12, 2010, between Columbia Lake Acquisition Corp. and Wells Fargo Bank, National Association, as Trustee*
4.2	First Supplemental Indenture, dated as of July 12, 2010, by and among CKE Restaurants, Inc., the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee, to the Senior Secured Second Lien Notes Indenture, dated as of July 12, 2010, between Columbia Lake Acquisition Corp. and Wells Fargo Bank, National Association, as Trustee*
4.3	Form of 11.375% Senior Secured Second Lien Notes due 2018 (included in the Indenture filed as Exhibit 4.1 to the registration statement)*
4.4	Registration Rights Agreement, dated July 12, 2010, by and among Columbia Lake Acquisition Corp., CKE Restaurants, Inc, and the Guarantors party thereto and Morgan Stanley & Co. Incorporated, Citigroup Global Markets, Inc. and RBC Capital Markets Corporation, as Initial Purchasers*
5.1	Opinion of Morgan, Lewis & Bockius LLP**
5.2	Opinion of Parker Poe Adams & Bernstein LLP**
5.3	Opinion of Burr & Forman LLP**
10.1	Credit Agreement, dated as of July 12, 2010, among Columbia Lake Acquisition Holdings, Inc., Columbia Lake Acquisition Corp. (merged with and into CKE Restaurants, Inc.), as Borrower, the Lenders party thereto, Morgan Stanley Senior Funding, Inc., as Administrative Agent and Collateral Agent, Citicorp North America, Inc. and Royal Bank of Canada, as Co-Syndication Agents, and Morgan Stanley Senior Funding, Inc., Citicorp Global Markers Inc. and RBC Capital Markets, as Joint Bookrunners and Joint-Lead Arrangers*
10.2	Intercreditor Agreement, dated as of July 12, 2010, among Morgan Stanley Senior Funding, Inc., as Credit Agreement Agent, each Other First-Priority Lien Obligations Agent party thereto, Wells Fargo Bank, National Association, as Trustee, and each collateral agent for any Future Second Lien Indebtedness party thereto*
10.3	Collateral Agreement, dated as of July 12, 2010, among Columbia Lake Acquisition Corp. (merged with and into CKE Restaurants, Inc.), as Issuer, each Guarantor identified therein, and Wells Fargo Bank, National Association, as Trustee and Collateral Agent.*

II-21

10.4	Notes Copyright Security Agreement, dated as of July 12, 2010, among the Guarantors identified therein, Wells Fargo Bank, National Association, as Trustee and Collateral Agent.*
10.5	Notes Patent Security Agreement, dated as of July 12, 2010, among the Guarantors identified therein, Wells Fargo Bank, National Association, as Trustee and Collateral Agent.*
10.6	Notes Trademark Security Agreement, dated as of July 12, 2010, among the Guarantors identified therein, Wells Fargo Bank, National Association, as Trustee and Collateral Agent.*
10.7	Management Services Agreement, dated as of July 12, 2010, among CKE Restaurants, Inc., Columbia Lake Acquisition Holdings, Inc., and Apollo Management VII, L.P.*
10.8	Limited Partnership Agreement of Apollo CKE Holdings, L.P., dated as of July 12, 2010, among Apollo CKE GP, LLC, as the General Partner, Apollo CKE Investors, L.P., as a Limited Partner, and the Management Limited Partners, each as a Limited Partner*
10.9	Employment Agreement with Andrew F. Puzder*
10.10	Employment Agreement with E. Michael Murphy*
10.11	Employment Agreement with Theodore Abajian*
12.1	Statement Regarding the Computation of Ratio of Earnings to Fixed Charges for CKE Restaurants, Inc.*
21.1	Subsidiaries of CKE Restaurants, Inc.*
23.1	Consent of KPMG LLP**
23.2	Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)**
23.3	Consent of Parker Poe Adams & Bernstein LLP (included in Exhibit 5.2)**
23.4	Consent of Burr & Forman LLP (included in Exhibit 5.3)**
24.1	Powers of Attorney (included in the signature pages to the registration statement filed on October 15, 2010)*
25.1	Statement of Eligibility on Form T-1 of Wells Fargo Bank, National Association, as trustee under the Indenture for CKE Restaurants, Inc.’s 11.375% Senior Secured Second Lien Notes due 2018*
99.1	Form of Letter of Transmittal*
99.2	Form of Notice for Guaranteed Delivery*
99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
99.4	Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to their Clients*

* Previously filed

** Filed herewith

II-22

EX-5.1

Exhibit 5.1

[Letterhead of Morgan, Lewis & Bockius LLP]

November 8, 2010

CKE Restaurants, Inc.

6307 Carpinteria Avenue, Ste. A

Carpinteria, California 93013

Re: CKE Restaurants, Inc., Registration Statement on Form S-4 (File No. 333-169977)

Ladies and Gentlemen:

We have acted as counsel to CKE Restaurants, Inc., a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Covered Guarantors”) and the guarantors listed on Schedule II hereto (the “Non-Covered Guarantors” and, together with the Covered Guarantors, the “Guarantors”) in connection with the filing of the referenced Registration Statement on Form S-4, as amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “SEC”). The Registration Statement relates to (i) the proposed offer by the Company to exchange (the “Exchange Offer”) up to $600,000,000 aggregate principal amount of the Company’s 11.375% Senior Secured Second Lien Notes due 2018 (the “Old Notes”) for a like principal amount of the Company’s 11.375% Senior Secured Second Lien Notes due 2018 (the “Exchange Notes”) which will be registered under the Securities Act and (ii) the guarantees (the “Guarantees”) of the Guarantors to be issued with respect to the Exchange Notes pursuant to the Indenture referred to below.

The Old Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of July 12, 2010, among Columbia Lake Acquisition Corp., Wells Fargo Bank, National Association, as trustee (the “Trustee”), and the Guarantors (as defined therein), and supplemented by a First Supplemental Indenture thereto, dated as of July 12, 2010, by and among the Company, the Guarantors and the Trustee (together, the “Indenture”). The terms of the Guarantees are contained in the Indenture. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture.

In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Indenture, which has been filed as an exhibit to the Registration Statement, the Registration Statement and the prospectus included therein (the “Prospectus”), the resolutions of the Board of Directors of the Company and the Guarantors and such other documents and records as we have deemed necessary. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.

CKE Restaurants, Inc.

November 8, 2010

Page 2

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

We have also assumed for purposes of our opinion that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Indenture is a legal, valid and binding obligation of the Trustee, and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

Insofar as the opinions expressed herein relate to or are dependent upon matters governed by (i) the laws of the State of North Carolina, we have relied, with their consent, solely upon the opinion dated on or about the date hereof of Parker Poe Adams & Bernstein LLP, special counsel to the Guarantors incorporated in the State of North Carolina; and (ii) the laws of the State of Alabama, we have relied, with their consent, solely upon the opinion dated on or about the date hereof of Burr & Forman LLP, special counsel to the Guarantors organized in the State of Alabama, in each case of clause (i) and (ii) which are opinions being filed as an exhibit to the Registration Statement.

Based upon the foregoing, we are of the opinion that:

1. When the Exchange Notes have been duly executed, authenticated, issued and delivered against receipt of the Old Notes in accordance with the provisions of the Indenture upon the completion of the Exchange Offer, the Exchange Notes will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

2. When the Exchange Notes have been duly executed, authenticated, issued and delivered against receipt of the Old Notes in accordance with the provisions of the Indenture upon the completion of the Exchange Offer, such Exchange Notes shall be entitled to the benefits of the Guarantees, which will constitute legal, valid and binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

The opinions expressed above are subject to the following limitations and qualifications:

1. The opinions expressed herein are subject to bankruptcy, insolvency, fraudulent transfer and other similar laws affecting the rights and remedies of creditors generally and general principles of equity. In addition, the Indenture and the Exchange Notes may be subject to the effect of California Civil Code 1670.5, which provides that a court may refuse to enforce, or may limit the application of a contract or any clauses thereof, which the court finds as a matter of law to have been unconscionable at the time it was made.

2. Under applicable law, guarantors may be entitled to certain rights or protections which as a matter of statutory or common law may not be waived or altered. We express no opinion herein as to the enforceability of any provision of the Guarantees which purport to waive or alter such rights or protections, except to the extent permitted by law.

3. The opinions expressed in this opinion letter are limited to the laws of the State of New York, the laws of the State of California, the General Corporation Law of the State of Delaware, and the federal laws of the United States of America, and we express no opinion with respect to the laws of any other state or jurisdiction.

CKE Restaurants, Inc.

November 8, 2010

Page 3

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

SCHEDULE I

Covered Guarantors

1. Carl Karcher Enterprises, Inc., a California corporation

2. CKE REIT II, Inc., a Delaware corporation

3. Carl’s Jr. Region VIII, Inc., a Delaware corporation

4. CKE Distribution, LLC, a California limited liability company

5. Aeroways, LLC, a California limited liability company

6. Santa Barbara Restaurant Group, Inc., a Delaware corporation

7. GB Franchise Corporation, a California corporation

8. Channel Islands Roasting Company, a California corporation

SCHEDULE II

Non-Covered Guarantors

1. Hardee’s Food Systems, Inc., a North Carolina corporation

2. Flagstar Enterprises, Inc., an Alabama corporation

3. Spardee’s Realty, Inc., an Alabama corporation

4. HED, Inc., a North Carolina corporation

5. Burger Chef Systems., Inc., a North Carolina corporation

EX-5.2

Exhibit 5.2

[Letterhead of Parker Poe Adams & Bernstein LLP]

November 8, 2010

Board of Directors

CKE Restaurants, Inc.

6307 Carpinteria Avenue, Suite A

Carpinteria, California 93013

Re: CKE Restaurants, Inc. 11.375% Senior Secured Second Lien Notes due 2018

Ladies and Gentlemen:

We have acted as special North Carolina counsel to Hardee’s Food Systems, Inc., a North Carolina corporation (“Hardee’s Food Systems”), HED, Inc., a North Carolina corporation (“HED”), and Burger Chef Systems, Inc., a North Carolina corporation (“Burger Chef Systems,” and together with Hardee’s Food Systems and HED, the “North Carolina Guarantors”), in connection with the proposed registration by CKE Restaurants, Inc., a Delaware corporation (the “Company”), of $600,000,000 in aggregate principal amount of the Company’s 11.375% Senior Secured Second Lien Notes due 2018 (the “Exchange Notes”) pursuant to a Registration Statement on Form S-4 (File No. 333-169977), as amended (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of the Exchange Notes by the Company and the guarantees (the “Guarantees”) by the Guarantors (as defined below).

The Exchange Notes and the Guarantees are to be issued pursuant to an Indenture dated as of July 12, 2010 (the “Initial Indenture”) among Columbia Lake Acquisition Corp, a Delaware corporation (“Columbia”) and predecessor of the Company, Wells Fargo Bank, National Association, as trustee (the “Trustee”), and the Guarantors (as defined below) party thereto, as supplemented by a First Supplemental Indenture dated as of July 12, 2010 (the “First Supplement,” and together with the Initial Indenture, the “Indenture”) among the Company, the Trustee, the North Carolina Guarantors and the other guarantors party thereto (collectively, the “Guarantors”). The Exchange Notes will be offered by the Company in exchange (the “Exchange Offer”) for the Company’s outstanding 11.375% Senior Secured Second Lien Notes due 2018, of which we understand $600,000,000 in aggregate principal amount remains outstanding (the “Private Notes”).

In rendering the opinion set forth herein, we have reviewed:

(1) the Registration Statement;

(2) a Registration Rights Agreement dated as of July 12, 2010 (the “Registration Rights Agreement”) among the Company, Columbia, the Guarantors and the initial purchasers named therein;

(3) an executed copy of the Indenture;

(4) the Guarantees of the North Carolina Guarantors (the “North Carolina Guarantees”), as set forth in Article 12 of the Initial Indenture and the First Supplement; and

(5) the form of the Exchange Notes as set forth in Exhibit B to the Initial Indenture.

The Registration Rights Agreement, the Indenture, the North Carolina Guarantees and the Exchange Notes are collectively referred to herein as the “Reviewed Documents.”

We have also reviewed a copy of the articles of incorporation of each North Carolina Guarantor, as certified by the North Carolina Secretary of State as of October 11, 2010, the by-laws of each North Carolina Guarantor, certified copies of the resolutions of the board of directors of each North Carolina Guarantor and such other documents, and have considered such matters of law and fact, in each case as we, in our professional judgment, have deemed appropriate to render the opinions contained herein. With respect to certain facts, we have considered it appropriate to rely upon certificates or other comparable documents of public officials and officers or other appropriate representatives of each North Carolina Guarantor without investigation or analysis of any underlying data contained therein.

The opinions set forth herein are limited to matters governed by the laws of the State of North Carolina and no opinion is expressed herein as to the laws of any other jurisdiction. We offer no opinion herein as to the applicability of, or compliance with, any state or federal securities laws or “blue sky” laws. We note that the Reviewed Documents provide that they are to be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals or such latter documents. We have also assumed the due authorization, execution and delivery by all parties (other than the North Carolina Guarantors) of each of the Reviewed Documents and all related documents, in each case in accordance with the terms of the Exchange Offer and the Indenture. We have also assumed that each of the Reviewed Documents (other than the North Carolina Guarantees) constitutes the valid and binding obligation of each party thereto.

Based upon and subject to the foregoing and the further assumptions, limitations and qualifications hereinafter expressed, it is our opinion that (1) the North Carolina Guarantees have been duly authorized by the North Carolina Guarantors and (2) when (a) the Registration Statement becomes effective, (b) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (c) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered by the purchasers thereof in exchange for the Private Notes pursuant to the Registration Rights Agreement, the North Carolina Guarantees will constitute valid and binding obligations of each North Carolina Guarantor, enforceable against such North Carolina Guarantor in accordance with their terms, except to the extent enforcement might be limited by (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, (y) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (z) public policy considerations which might limit the rights of parties to obtain certain remedies.

Our opinion is also subject to the following qualifications:

A. We express no opinion on the enforceability of any provisions contained in the Reviewed Documents that (1) purport to excuse a party for liability for its own acts, (2) purport to make void any act done in contravention thereof, (3) purport to authorize a party to act in its sole discretion, (4) require waivers or amendments to be made only in writing, (5) purport to effect waivers of constitutional, statutory or equitable rights or the effect of applicable laws, or (6) impose liquidated damages, penalties or forfeiture.

B. We express no opinion as to:

(1) the validity or effect of contractual provisions of the Reviewed Documents concerning indemnification, contribution, choice of law, choice of forum or consent to the jurisdiction of courts, venue of actions or means of service of process;

(2) the effect of provisions of the Reviewed Documents purporting to waive the right of jury trial;

2

(3) provisions of the Reviewed Documents purporting to require a party thereto to pay or reimburse attorneys’ fees incurred by another party, or to indemnify another party therefor, which provisions may be limited by applicable statutes and decisions relating to the collection and award of attorneys’ fees;

(4) the enforceability of provisions relating to evidentiary standards or other standards by which the Reviewed Documents are to be construed; or

(5) the enforceability of any provision in the Reviewed Documents that a course of dealing by any party or failure on the part of any party to exercise, in whole or in part, all rights or remedies provided to such party shall not constitute a waiver of such party’s rights or remedies or of any default.

C. Enforcement of the North Carolina Guarantees against the North Carolina Guarantors may be limited by the provisions of Chapter 26 of the North Carolina General Statutes, and we express no opinion as to the effectiveness of any waiver by any North Carolina Guarantor of its rights under that Chapter.

Our opinion expressed herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinion expressed herein.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.2 to the Registration Statement. In addition, we also consent to (1) the reliance of Morgan, Lewis & Bockius LLP on the opinions expressed herein for the purposes of its opinion letter to the Company, which is dated as of the date hereof and will be filed as Exhibit 5.1 to the Registration Statement, and (2) the reference to our firm under the caption “Legal Matters” in the prospectus included in 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.

Very truly yours,

/s/ Parker Poe Adams & Bernstein LLP

3

EX-5.3

Exhibit 5.3

[Letterhead of Burr & Forman LLP]

November 8, 2010

CKE Restaurants, Inc. (the “Company”)

6307 Carpinteria Avenue, Ste. A

Carpinteria, California 93013

Ladies and Gentlemen:

We have acted as special counsel in the State of Alabama (the “State”), to Flagstar Enterprises, Inc., an Alabama corporation (“Flagstar”), and Spardee’s Realty, Inc., an Alabama corporation (“Spardee’s”) (individually, an “Alabama Guarantor” and collectively, the “Alabama Guarantors”), both being subsidiaries of the Company, in connection with the Registration Statement on Form S-4, as amended (File No. 333-169977) (the “Registration Statement”), of the Company, the Alabama Guarantors, and the other subsidiaries of the Company named therein as guarantors (collectively, the “Subsidiary Guarantors” and together with the Alabama Guarantors, the “Guarantors”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder. The Registration Statement relates to the registration under the Act of the Company’s $600,000,000 aggregate principal amount of 11.375% Senior Second Lien Notes due 2018 (the “Exchange Notes”), and the guaranty thereof by the Guarantors.

The Exchange Notes will be issued by the Company in accordance with the terms of the Indenture dated as of July 12, 2010, by and between Columbia Lake Acquisition Corp. and Wells Fargo Bank, National Association, in its capacity as Trustee (the “Initial Indenture”), as supplemented by the First Supplemental Indenture dated as of July 12, 2010, by and among the Company, the Guarantors and Wells Fargo Bank, National Association, in its capacity as Trustee (the “Supplemental Indenture”), pursuant to which the Guarantors became parties to the Initial Indenture (the Initial Indenture, as supplemented by the Supplemental Indenture, is referred to herein as the “Indenture”). The Exchange Notes will be offered in exchange (the “Exchange Offer”) for the Company’s outstanding $600,000,000 aggregate principal amount of 11.375% Senior Second Lien Notes due 2018 (the “Initial Notes”). The Initial Notes are presently guaranteed by the Guarantors pursuant to the terms of the Indenture, and the Exchange Notes will also be guaranteed by the Guarantors pursuant to the terms of the Indenture as a part of the Exchange Offer (the “Guarantees”).

CKE Restaurants, Inc.

November 8, 2010

Page 2 of 5

We have been asked to deliver this opinion at the request of the Alabama Guarantors. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings accorded such terms in the Registration Statement.

1. Documents Reviewed. In rendering the opinions expressed below, we have examined executed facsimile or emailed copies of the following documents:

(a) the Registration Statement;

(b) the Indenture, including as Exhibit B thereto the form of Exchange Note; and

(c) as to the factual matters set forth therein only, the Omnibus Secretary’s Certificate of Certain Subsidiaries of the Company dated as of July 12, 2010 (including all exhibits or attachments thereto, the “Secretary’s Certificate”);

(d) as to the factual matters set forth therein only (i) the Officer’s Certificate dated as of July 9, 2010, executed by Theodore Abajian in his capacity as Executive Vice President and Chief Financial Officer of Flagstar, and (ii) the Officer’s Certificate dated as of July 9, 2010, executed by Theodore Abajian in his capacity as Executive Vice President and Chief Financial Officer of Spardee’s (collectively, including all exhibits or attachments thereto, the “Officer’s Certificates”).

(e) with respect to Flagstar (i) a copy of the Articles of Incorporation of Flagstar, as amended, the authenticity of which was certified by the Alabama Secretary of State on June 18, 2010, and (ii) a copy of the Bylaws of Flagstar, as amended, the authenticity of which was certified by Theodore Abajian in his capacity as Executive Vice President and Chief Financial Officer of Flagstar pursuant to the Officer’s Certificate delivered with respect to Flagstar (collectively, the “Organizational Documents” of Flagstar);

(f) with respect to Spardee’s (i) a copy of the Articles of Incorporation of Spardee’s, as amended, the authenticity of which was certified by the Alabama Secretary of State on June 18, 2010, and (ii) a copy of the Bylaws of Flagstar, as amended, the authenticity of which was certified by Theodore Abajian in his capacity as Executive Vice President and Chief Financial Officer of Spardee’s pursuant to the Officer’s Certificate delivered with respect to Spardee’s (collectively, the “Organizational Documents” of Spardee’s); and

CKE Restaurants, Inc.

November 8, 2010

Page 3 of 5

(g) with respect to Flagstar (i) the Certificate of Existence issued by the Office of the Secretary of State of the State on June 18, 2010, and (ii) the Certificate of Good Standing issued by the Department of Revenue of the State on June 29, 2010; and with respect to Spardee’s (i) the Certificate of Existence issued by the Office of the Secretary of State of the State on June 18, 2010, and (ii) the Certificate of Good Standing issued by the Department of Revenue of the State on June 30, 2010 (collectively, the “Certificates of Existence and Good Standing”).

2. Assumptions. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified, emailed, faxed, or photostatic copies and the authenticity of the originals of such documents. We have not reviewed any organizational documents of the Alabama Guarantors other than the Organizational Documents, the Secretary’s Certificate, the Officer’s Certificates and the Certificates of Existence and Good Standing, and we assume that these organization documents are true, accurate, and complete in all material respects as of the date of this letter. We have also assumed that (i) each natural person executing any of the documents set forth in Section 1(a) and (b) above (hereinafter referred to as the “Opinion Documents”) is legally competent to do so, and (ii) except as set forth in Section 3(c) below, the obligations of all parties to the Opinion Documents are legal, valid, and binding obligations of such parties, enforceable in accordance with their respective terms.

3. Opinions. Based on the foregoing, and subject to the conditions, limitations, assumptions, and qualifications stated herein, we are of the opinion that:

(a) Each of the Alabama Guarantors is a corporation duly organized, validly existing, and in good standing under the laws of the State and has the corporate power to execute, deliver and perform its obligations under the Registration Statement and the Indenture (including the Guarantees set forth therein).

(b) The Registration Statement and the Indenture (including the Guarantees set forth therein), have been duly authorized, executed, and delivered by the Alabama Guarantors.

(c) When the Exchange Notes have been duly executed, authenticated, issued and delivered against receipt of the Initial Notes in accordance with the provisions of the Indenture upon the completion of the Exchange Offer, such Exchange Notes shall be entitled to the benefits of the Guarantees, which Guarantees are the legal, valid and binding obligations of the Alabama Guarantors enforceable against the Alabama Guarantors in accordance with their terms.

4. Consent. We hereby consent to the filing of this opinion letter as Exhibit 5.3 to the Registration Statement and to the use of the name of Burr & Forman LLP under the heading “Legal Matters” contained in the Prospectus included in the Registration Statement.

CKE Restaurants, Inc.

November 8, 2010

Page 4 of 5

5. Qualifications and Limitations. The opinions set forth herein are also subject to the following qualifications and limitations:

(a) The opinions expressed herein are limited to the laws of the State, and we express no opinion herein with respect to (i) the laws of any other state or jurisdiction, or (ii) the statutes, ordinances, administrative decisions, rules and regulations of any county, municipality or similar political subdivision of any state, or (iii) the applicability of, or the effect of non-compliance with, any state or federal securities laws, tax laws or antitrust laws.

(b) We do not undertake to advise you of any changes in law or facts which may occur after the date hereof.

(c) The enforceability opinion set forth in Section 3(c) above is subject to the following additional qualifications and limitations:

(i) The effect of applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws affecting the rights of creditors generally;

(ii) The effect of rules of law governing specific performance, injunctive relief and other equitable remedies;

(iii) The effect of certain applicable laws and judicial rulings that may limit, impair or delay the enforcement of certain remedies, waivers or other provisions of the Guarantees, but which will not in our opinion substantially interfere with the practical realization of the principal benefits intended to be conferred thereby;

(iv) The application of judicial principals of commercial reasonableness, good faith, public policy and comity in the interpretation and enforcement of the Guarantees.

This letter is furnished to the Company, and its successors and/or assigns, and may be relied upon by Morgan, Lewis & Bockius LLP for purposes of its opinion letter to the Company, which will be dated the date hereof and will be filed as Exhibit 5.1 to the Registration Statement, and is for their benefit in connection with the transactions contemplated by the Opinion Documents. This letter may also be relied upon by (i) bank examiners and other regulatory authorities, should they so request in connection with their normal examinations; (ii) independent auditors and attorneys of the Company or Morgan, Lewis & Bockius LLP pursuant to order or legal process of any court of governmental agency, or in connection with any legal action to which the Company or Morgan, Lewis & Bockius LLP is a party arising out of the transactions contemplated by the Opinion Documents; and (iii) potential

CKE Restaurants, Inc.

November 8, 2010

Page 5 of 5

permitted assignees or participants; in each case as if this letter were addressed to them, provided that such reliance shall not constitute a re-issue or reaffirmation of this opinion as of any date after the date hereof.

Very truly yours,

/s/ BURR & FORMAN LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

CKE Restaurants, Inc.:

We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the prospectus. Our report on the consolidated financial statements refers to changes in the Company’s method of accounting for uncertainties in income taxes in fiscal 2008 and in its method of presenting earnings per share in fiscal 2010 due to the adoption of new accounting pronouncements.

/s/ KPMG LLP

Irvine, California

November 8, 2010

CORRESP

[Letterhead of CKE Restaurants, Inc.]

November 8, 2010

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-1004

Attention:	Justin Dobbie
	Special Counsel Division of Corporation Finance

Re: CKE Restaurants, Inc. – Supplemental Letter with respect to the Registration Statement on Form S-4 (File No. 333-169977)

Ladies and Gentlemen:

CKE Restaurants, Inc., a Delaware corporation (the “Company”), has filed a Registration Statement on Form S-4, File No. 333-169977 (as amended, the “Registration Statement”), covering (i) an offer to exchange (the “Exchange Offer”) up to $600,000,000 principal amount of 11.375% Senior Secured Second Lien Notes due 2018 (the “Exchange Notes”) of the Company registered under the Securities Act of 1933, as amended (the “Securities Act”), for all outstanding 11.375% Senior Secured Second Lien Notes due 2018 (the “Old Notes”) of the Company, of which $600,000,000 principal amount is outstanding; and (ii) the Guarantees by the Guarantors named in the Registration Statement of the Exchange Notes.

The Company is registering the Exchange Offer in reliance on the Staff’s position enunciated in Exxon Capital Holdings Corporation (available April 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Incorporated (available June 5, 1991) (the “Morgan Stanley Letter”) and interpretive letters to similar effect, and in reliance on the Staff’s position enunciated in Shearman & Sterling (July 2, 1993) (the “Shearman & Sterling Letter”). In connection therewith, the Company represents as follows:

1. The Company has not entered into any arrangement or understanding with any person, including any broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer (i) is acquiring the Exchange Notes in the ordinary course of business, (ii) is not participating in and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes and (iii) is not an “affiliate” of the Company, as defined under Rule 405 under the Securities Act.

United States Securities and Exchange Commission

November 8, 2010

Page 2

2. The Company will make each person participating in the Exchange Offer aware (through the prospectus included in the Registration Statement (the “Exchange Offer Prospectus”) or otherwise) that any holder of Exchange Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) could not rely on the Staff’s position enunciated in the Exxon Capital Letter, the Morgan Stanley Letter or similar letters and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. The Company acknowledges that such a resale transaction should be covered by an effective registration statement containing (except in the case of broker-dealers reselling Exchange Notes in the situation described in the succeeding paragraph) the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

3. The Company will make each person participating in the Exchange Offer aware (through the Exchange Offer Prospectus or otherwise) that (i) any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act (as described in the Shearman & Sterling Letter) in connection with any resale of such Exchange Notes, and (ii) by executing the Exchange Offer Transmittal Letter (the “Transmittal Letter”), any such broker-dealer represents that it will so deliver a prospectus meeting the requirements of the Securities Act.

4. The Company will include in the Transmittal Letter provisions to the effect that by accepting the Exchange Offer: (i) each exchange offeree that is not a broker-dealer will represent to the Company that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes; and (ii) any exchange offeree that is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of Old Notes pursuant to the Exchange Offer. The Transmittal Letter will also include a statement to the effect that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

5. The Company will commence the Exchange Offer for the Old Notes when the Registration Statement is declared effective by the Securities and Exchange Commission. The Exchange Offer will remain in effect for a limited time and will not require the Company to maintain an “evergreen” registration statement. The Exchange Offer will be conducted by the Company in compliance with the Securities Exchange Act of 1934, as amended, and any applicable rules and regulations thereunder.

United States Securities and Exchange Commission

November 8, 2010

Page 3

Very truly yours,
CKE RESTAURANTS, INC.
By:	/s/ Theodore Abajian
	Name:	Theodore Abajian
	Title:	Chief Financial Officer

CORRESP

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178

Howard A. Kenny

212-309-6843

hkenny@morganlewis.com

November 8, 2010

VIA EDGAR

Justin Dobbie

Special Counsel

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-6010

Re: CKE Restaurants, Inc.

Registration Statement on Form S-4

Filed October 15, 2010

File No. 333-169977

Dear Mr. Dobbie:

On behalf of our client, CKE Restaurants, Inc. (the “Company”), we are responding to the comments set forth in the comment letter from the (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated November 4, 2010 (the “Comment Letter”), in respect of the Company’s Registration Statement on Form S-4 (File No. 333-169977) filed with the Commission on October 15, 2010 (the “Registration Statement”). The Company is filing concurrently with this letter an exhibits-only pre-effective Amendment No. 1 to the Registration Statement (“Amendment No. 1”).

The numbered paragraphs below in bold restate the numbered paragraphs in the Staff’s Comment Letter, and the discussion set out below such paragraph is the Company’s response to the Staff’s comment.

Justin Dobbie

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

November 8, 2010

Page 2

Supplemental Letter

1. We note that you are registering the 11.375% Senior Secured Second Lien Notes due 2018 in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 3, 1998). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.

Response: Concurrently with the filing of Amendment No. 1 and this response letter, the Company is providing the Staff with a supplemental letter containing the information requested in the Staff’s comment.

Exhibit 5.2

2. We note that on page 2 counsel assumes the due authorization by all parties of each of the Reviewed Documents and all related documents. Counsel may not assume conclusions of law that are a necessary requirement for the opinion given. Please have counsel revise to opine on the due authorization by the North Carolina guarantors.

Response: The opinion filed as Exhibit 5.2 to Amendment No. 1 has been revised in response to the Staff’s comment. Please note that, in addition, the opinion filed as Exhibit 5.1, which refers to the opinion filed as Exhibit 5.2, and the opinion filed as Exhibit 5.3, which refers to the opinion filed as Exhibit 5.1, have been revised and filed with Amendment No. 1 to update the dates of the opinions referred to in the respective opinions.

***

The Company acknowledges that:

• should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

Justin Dobbie

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

November 8, 2010

Page 3

• the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please feel free to contact me at (212) 309-6843 or my colleague, Patrick Egan, at (212) 309-7117.

Very truly yours,

/s/ Howard A. Kenny

Howard A. Kenny

cc: CKE Restaurants, Inc.