Exhibit 3.39

CERTIFICATE OF FORMATION

OF

RT LAS VEGAS FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST: The name of the limited liability company is RT Las Vegas Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of its registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

Executed as of this 29^th day of October, 1998.

/s/ Thomas R. McNeill

Thomas R. McNeill, Authorized Person