S-4/A

As filed with the Securities and Exchange Commission on March 15, 2013

Registration No. 333-186506

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

RUBY TUESDAY, INC.*

(Exact Name of Registrant as Specified in Its Charter)

Georgia	5812	63-0475239
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

150 West Church Avenue

Maryville, TN 37801

(865) 379-5700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Scarlett May

Senior Vice President—Chief Legal

Officer and Secretary

Ruby Tuesday, Inc.

150 West Church Avenue

Maryville, TN 37801

(865) 379-5700

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Richard A. Drucker

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

Approximate date of commencement of proposed sale to the public: 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 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (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)  ¨

* Certain subsidiaries of Ruby Tuesday, Inc. are also registrants and are identified on the following page.

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (1)	Amount Of Registration Fee (2)
7 5/8% Senior Notes due 2020	$238,500,000	100%	$238,500,000	$32,531.40
Guarantees of 7 5/8% Senior Notes due 2020	(3)	(3)	(3)	(3)

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933.

(2) Previously Paid

(3) No separate consideration will be received for the Guarantees of 7 ⁵/₈% Senior Notes due 2020 being registered hereby. In accordance with Rule 457(n) under the Securities Act, no registration fee is payable with respect to the guarantees.

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 of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in Its Charter*	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
RTBD, Inc.**	Delaware		7389	46-0486505
RT Finance, Inc.	Delaware		6159	20-1187242
Ruby Tuesday GC Cards, Inc.	Colorado		5900	20-8654931
RT Tampa Franchise, LP	Delaware		5812	72-1375290
RT Orlando Franchise, LP	Delaware		5812	62-1375105
RT South Florida Franchise, LP	Delaware		5812	72-1373535
RT New York Franchise, LLC	Delaware		5812	63-1231154
RT Southwest Franchise, LLC	Delaware		5812	63-1189715
RT Michiana Franchise, LLC	Delaware		5812	63-1228739
RT Franchise Acquisition, LLC	Delaware		6719	62-1811438
RT Kentucky Restaurant Holdings, LLC	Delaware		5812	72-1527435
RT Florida Equity, LLC	Delaware		6719	20-1187159
RTGC, LLC	Colorado		6719	82-0550770
RT Detroit Franchise, LLC	Delaware		5812	63-1228738
RT Michigan Franchise, LLC	Delaware		5812	63-1228760
RT West Palm Beach Franchise, LP	Delaware		5812	63-1200359
RT New England Franchise, LLC	Delaware		5812	63-1214970
RT Long Island Franchise, LLC	Delaware		5812	63-1204072
Ruby Tuesday, LLC	Delaware		7389	62-1821391
RT Indianapolis Franchise, LLC	Delaware		5812	62-1856016
RT Denver Franchise, LP	Delaware		5812	63-1192621
RT Omaha Franchise, LLC	Delaware		5812	63-1207442
RT KCMO Franchise, LLC	Delaware		5812	63-1197020
RT Portland Franchise, LLC	Delaware		5812	62-1813724
RT St. Louis Franchise, LLC	Delaware		5812	62-1856010
RT Western Missouri Franchise, LLC	Delaware		5812	62-1856082
RT Minneapolis Franchise, LLC	Delaware		5812	63-1202746
RT Las Vegas Franchise, LLC	Delaware		5812	63-1214969
4721 RT of Pennsylvania, Inc.	Pennsylvania		6719	63-1185374
RTT Texas, Inc.	Texas		6719	20-5382461
RTTT, LLC	Texas		6719	20-5389194
RT Arkansas Club, Inc.	Arkansas		6719	71-0814308
RT Jonesboro Club	Arkansas		6719	62-1852726
Ruby Tuesday of Conway, Inc.	Arkansas		6719	26-1209146
Ruby Tuesday of Russellville, Inc.	Arkansas		6719	26-2711601
Ruby Tuesday of Bryant, Inc.	Arkansas		6719	26-4146703
RT KCMO Kansas, Inc.	Kansas		6719	48-1208463
RT Louisville Franchise, LLC	Delaware		5812	72-1377151
RT McGhee Tyson, LLC	Delaware		5812	62-1793508
RT One Percent Holdings, Inc.	Delaware		6719	62-1852817
RT One Percent Holdings, LLC	Delaware		6719	62-1856689
Quality Outdoor Services, Inc.	Tennessee		6719	62-1551466
RT Airport, Inc.	Delaware		6719	62-1793509
RT O’Toole, LLC	Delaware		6500	62-1800556
RT Smith, LLC	Delaware		6500	62-1800557
RT Millington, LLC	Delaware		6500	62-1800875
Wok Hay 2, LLC	Delaware		5812	26-0164934
RT Distributing, LLC	Tennessee		6719	20-5696096
RT Northern California Franchise, LLC	Delaware		5812	62-1813723

Exact Name of Registrant as Specified in Its Charter*	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
RTTA, LP	Texas		5812	20-2560035
RT Restaurant Services, LLC	Delaware		6719	20-1187283
RT New Hampshire Restaurant Holdings, LLC	Delaware		5812	72-1527438
RT Minneapolis Holdings, LLC	Delaware		6719	62-1857189
RT Omaha Holdings, LLC	Delaware		6719	74-3028647
RT Denver, Inc.	Georgia		6719	63-1192623
RT Louisville, Inc.	Georgia		6719	72-1381527
RT Orlando, Inc.	Georgia		6719	62-1697231
RT South Florida, Inc.	Georgia		6719	62-1697232
RT Tampa, Inc.	Georgia		6719	72-1380574
RT West Palm Beach, Inc.	Georgia		6719	63-1196980

* The address for each additional registrant other than RTBD, Inc. is 150 West Church Avenue, Maryville, Tennessee 37801.

** The address for RTBD, Inc. is 300 Delaware Avenue, Suite 1233, Wilmington, Delaware 19801.

EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-186506) is being filed solely to (a) file the exhibits indicated in Item 21 and (b) to revise certain of the signature pages. No changes are made to the Prospectus contained in Part I of the Registration Statement on Form S-4 (File No. 333-186506) filed on February 7, 2013.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Ruby Tuesday, Inc.

RT Denver, Inc.

RT Louisville, Inc.

RT Orlando, Inc.

RT South Florida, Inc.

RT Tampa, Inc.

RT West Palm Beach, Inc.

Each of Ruby Tuesday, Inc., RT Denver, Inc., RT Louisville, Inc., RT Orlando, Inc., RT South Florida, Inc., RT Tampa, Inc. and RT West Palm Beach, Inc. is a Georgia corporation.

Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code (the “Code”) provides that a corporation may indemnify an individual made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if such individual conducted himself or herself in good faith and such individual reasonably believed, in the case of conduct in an official capacity, that such conduct was in the best interests of the corporation and, in all other cases, that such conduct was at least not opposed to the best interests of the corporation and, in the case of any criminal proceeding, such individual had no reasonable cause to believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the Code provides that a corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under Section 14-2-851 of the Code or in connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity.

Notwithstanding the foregoing, pursuant to Section 14-2-854 of the Code a court may order a corporation to indemnify a director or advance expenses if such court determines that the director is entitled to indemnification or advance for expenses under the Code or that it is fair and reasonable to indemnify such director or to advance expenses to such director, in view of all the relevant circumstances, even if such director has not met the relevant standard of conduct set forth in subsections (a) and (b) of Section 14-2-851 of the Code, failed to comply with Section 14-2-853 of the Code or was adjudged liable in a proceeding referred to in paragraph (1) or (2) of subsection (d) of Section 14-2-851 of the Code. However, if such director was adjudged liable, the indemnification shall be limited to reasonable expenses incurred in connection with the proceeding. If the court orders indemnification and/or advance of expenses pursuant to Section 14-2-854 of the Code, the court may also order the corporation to pay the director’s reasonable expenses in obtaining the court ordered indemnification or advance of expenses.

Section 14-2-852 of the Code provides that if a director has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party, because he or she is or was a director of the corporation, the corporation shall indemnify the director against reasonable expenses incurred by the director in connection with the proceeding.

Section 14-2-857 of the Code provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as a director and if he or she is not a director, to such further extent as may be provided in its articles of incorporation, bylaws, a resolution of its board of directors or contract except for liability arising out of conduct that constitutes: (i) appropriation of any business opportunity of the corporation in violation of his or her duties; (ii) acts or omissions which involve intentional misconduct or a knowing violation of law; (iii) receipt of an improper personal benefit or (iv) making distributions in violation of Section 14-2-640 of the Code or the

II-1

corporation’s articles of incorporation. Section 14-2-857 of the Code also provides that an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 14-2-852 and is entitled to apply for court ordered indemnification or advances for expenses under Section 14-2-854, in each case to the same extent as a director. In addition, Section 14-2-857 provides that a corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors or contract.

Article IX of Ruby Tuesday, Inc.’s articles of incorporation and Article XII of its by-laws provide for indemnification of any person who is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Article XIII of the articles of incorporation and Article XIII the by-laws of each of RT Denver, Inc., RT Louisville, Inc., RT Orlando, Inc., RT South Florida, Inc., RT Tampa, Inc., and RT West Palm Beach, Inc. provide for indemnification of each person who is or was a director, officer, employee or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Ruby Tuesday, Inc. maintains standard policies of insurance under which coverage is provided to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and to Ruby Tuesday, Inc. with respect to payments which may be made by Ruby Tuesday, Inc. to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

RTBD, Inc.

RT Finance, Inc.

RT One Percent Holdings, Inc.

RT Airport, Inc.

Each of RTBD, Inc., RT Finance, Inc., RT One Percent Holdings, Inc. and RT Airport, Inc. is a Delaware corporation (each, a “DE Corporation”).

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 to Ruby Tuesday, Inc. 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 bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

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 for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director derived an improper personal benefit. Ruby Tuesday, Inc.’s Certificate of Incorporation provides for such limitation of liability.

Paragraph 7 of each DE Corporation’s certificate of incorporation provides for the elimination of the personal liability of the directors of the corporation to the fullest extent permitted by Section 102(b)(7) of the Delaware General Corporation Law.

II-2

RT Tampa Franchise, LP

RT Orlando Franchise, LP

RT South Florida Franchise, LP

RT West Palm Beach Franchise, LP

RT Denver Franchise, LP

Each of RT Tampa Franchise, LP, RT Orlando Franchise, LP, RT South Florida Franchise, LP, RT West Palm Beach Franchise, LP and RT Denver Franchise, LP is a Delaware limited partnership.

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against any and all claims and demands whatsoever.

Section 15.2 of RT Tampa Franchise, LP’s limited partnership agreement provides for indemnification of each partner and all of their respective shareholders, members, partners, directors, managers, officers, agents and employees to the fullest extent permitted by the laws of the State of Delaware.

RT New York Franchise, LLC

RT Southwest Franchise, LLC

RT Michiana Franchise, LLC

RT Franchise Acquisition, LLC

RT Kentucky Restaurant Holdings, LLC

RT Florida Equity, LLC

RT Detroit Franchise, LLC

RT Michigan Franchise, LLC

RT New England Franchise, LLC

RT Long Island Franchise, LLC

Ruby Tuesday, LLC

RT Indianapolis Franchise, LLC

RT Omaha Franchise, LLC

RT KCMO Franchise, LLC

RT Portland Franchise, LLC

RT St. Louis Franchise, LLC

RT Western Missouri Franchise, LLC

RT Minneapolis Franchise, LLC

RT Las Vegas Franchise, LLC

RT Louisville Franchise, LLC

RT McGhee Tyson, LLC

RT One Percent Holdings, LLC

RT O’Toole, LLC

RT Smith, LLC

RT Millington, LLC

Wok Hay 2, LLC

RT Northern California Franchise, LLC

RT Restaurant Services, LLC

RT New Hampshire Restaurant Holdings, LLC

RT Minneapolis Holdings, LLC

RT Omaha Holdings, LLC

Each of RT New York Franchise, LLC, RT Southwest Franchise, LLC, RT Michiana Franchise, LLC, RT Franchise Acquisition, LLC, RT Kentucky Restaurant Holdings, LLC, RT Florida Equity, LLC, RT Detroit Franchise, LLC, RT Michigan Franchise, LLC, RT New England Franchise, LLC, RT Long Island Franchise,

II-3

LLC, Ruby Tuesday, LLC, RT Indianapolis Franchise, LLC, RT Omaha Franchise, LLC, RT KCMO Franchise, LLC, RT Portland Franchise, LLC, RT St. Louis Franchise, LLC, RT Western Missouri Franchise, LLC, RT Minneapolis Franchise, LLC, RT Las Vegas Franchise, LLC, RT Louisville Franchise, LLC, RT McGhee Tyson, LLC, RT One Percent Holdings, LLC, RT O’Toole, LLC, RT Smith, LLC, RT Millington, LLC, Wok Hay 2, LLC, RT Northern California Franchise, LLC, RT Restaurant Services, LLC, RT New Hampshire Restaurant Holdings, LLC, RT Minneapolis Holdings, LLC and RT Omaha Holdings, LLC is a Delaware limited liability company (each, a “DE LLC”).

Section 18-108 of the Delaware Limited Liability Company Act (the “DLLCA”) states that subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Section 15.2 of the participation and operating agreements of each of RT New York Franchise, LLC, RT Southwest Franchise, LLC, RT Louisville Franchise, LLC, RT McGhee Tyson, LLC and RT Northern California Franchise, LLC provides for indemnification of each member and manager and all of their respective shareholders, members, partners, directors, managers, officers, agents and employees to the fullest extent permitted by the laws of the State of Delaware.

Section 5.3 of the operating agreements of each of RT Franchise Acquisition, LLC, RT Kentucky Restaurant Holdings, LLC, RT Florida Equity, LLC, Ruby Tuesday, LLC, RT One Percent Holdings, LLC, RT O’Toole, LLC, RT Smith, LLC, RT Millington, LLC, RT New Hampshire Restaurant Holdings, LLC, RT Minneapolis Holdings, LLC, and RT Omaha Holdings, LLC provides for indemnification of each person who is or was a member, manager, officer, employee, or agent of the company or is or was serving at the request of the company as a director, officer, partner, trustee, employee, or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

Section 1.9 of the participation and operating agreements of each of Wok Hay 2, LLC and RT Restaurant Services, LLC provides for indemnification of each member and its affiliates and any of their respective officers, directors, employees, stockholders, partners (limited and/or general) managers, members, consultants or agents and each person acting in any such capacity for the company to the fullest extent permitted by the laws of the State of Delaware.

Ruby Tuesday GC Cards, Inc.

Ruby Tuesday GC Cards, Inc. is a Colorado corporation.

Section 7-109-102 of the Colorado Business Corporation Act (the “Colorado Corporation Act”) empowers a Colorado corporation to indemnify a person made a party to a proceeding because the person is or was a director against liability incurred in the proceeding if (a) the person’s conduct was in good faith; and (b) the person reasonably believed (i) in the case of conduct in an official capacity with the corporation, that such conduct was in the corporation’s best interests; and (ii) in all other cases, that such conduct was at least not opposed to the corporation’s best interests; and (c) in the case of any criminal proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. Section 7-109-107 of the Colorado Corporation Act empowers a corporation to indemnify an officer, employee, fiduciary, or agent of the corporation to the same extent as a director, or to a greater extent, if such person is not also a director, if not inconsistent with public policy, and if provided for by its bylaws, general or specific action of its board of directors or shareholders, or contract.

Section 7-109-103 of the Colorado Corporation Act provides that, unless limited by its articles of incorporation, a corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses incurred by the person in connection with the proceeding. Pursuant to Section 7-109-107 of the Colorado Corporation Act, an officer is also entitled to such mandatory indemnification.

II-4

RTGC, LLC

RTGC, LLC is a Colorado limited liability company.

Section 7-80-407 of the Colorado Limited Liability Company Act (the “Colorado LLC Act”) requires a Colorado limited liability company to reimburse a person who is or was a member or manager for payments made, and indemnify a person who is or was a member or manager for liabilities incurred by the person, in the ordinary course of the business of the limited liability company or for the preservation of its business or property, if such payments were made or liabilities incurred without violation of the person’s duties to the limited liability company.

Section 5.3 of RTGC, LLC’s limited liability company operating agreement provides for indemnification of each person who is or was a member, manager, officer, employee, or agent of the company or is or was serving at the request of the company as a director, officer, partner, trustee, employee, or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

RT Arkansas Club, Inc.

RT Jonesboro Club

Ruby Tuesday of Conway, Inc.

Ruby Tuesday of Russellville, Inc.

Ruby Tuesday of Bryant, Inc.

Each of RT Arkansas Club, Inc., RT Jonesboro Club, Ruby Tuesday of Conway, Inc., Ruby Tuesday of Russellville, Inc. and Ruby Tuesday of Bryant, Inc. is an Arkansas nonprofit corporation (each, an “Arkansas Corporation”).

Sections 4-33-851 and 4-33-856 of the Arkansas Nonprofit Corporation Act of 1993 allows an Arkansas Corporation to indemnify an individual made a party to a proceeding because the individual is or was a director, officer, employee or agent against liability incurred in the proceeding if the individual (1) conducted himself or herself in good faith; (2) reasonably believed, in the case of conduct in his or her official capacity with the Arkansas Corporation, that his or her conduct was in its best interests or, in all other cases, that his or her conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director, officer, employee or agent did not meet the standard of conduct described above. An Arkansas Corporation may not indemnify a director, officer, employee or agent in connection with a proceeding by or in the right of the Arkansas Corporation in which the individual was adjudged liable to the Arkansas Corporation or in connection with any other proceeding charging improper personal benefit to the individual, whether or not involving action in his or her official capacity, in which the individual was adjudged liable on the basis that personal benefit was improperly received by the individual. Unless limited by its articles of incorporation, an Arkansas Corporation shall indemnify a director, officer, employee or agent pursuant to Sections 4-33-852 and 4-33-856 of the Arkansas Nonprofit Corporation Act of 1993 who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because he or she is or was a director, officer, employee or agent of the Arkansas Corporation against reasonable expenses actually incurred by the individual in connection with the proceeding.

Article VI of the by-laws of RT Jonesboro Club provides for indemnification for any director or officer or such person’s estate or personal representative who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer is a party by virtue of such person’s status as a director or officer of the corporation. The corporation may indemnify a director or officer made a party to a proceeding by virtue of such person’s status as a director or officer, against liability incurred in the proceeding if the

II-5

following conditions are met: (1) the director or officer conducted himself or herself in good faith; (2) with respect to conduct in his or her official capacity, the director or officer had reason to believe that his or her conduct was in the best interests of the corporation; (3) in cases of conduct not in his or her official capacity, the director or officer had reason to believe that his or her conduct was at least not opposed to the best interests of the corporation. The corporation shall not indemnify a director or officer in connection with any proceeding by or in the right of the corporation in which the director or officer was adjudged liable to the corporation, or in connection with any other proceeding charging improper personal benefit to the director or officer, whether or not involving action in his or her official capacity, in which the director or officer was adjudged liable on the basis that personal benefit was improperly received by the director or officer.

Each of RT Arkansas Club, Inc., Ruby Tuesday of Conway, Inc., Ruby Tuesday of Russellville, Inc. and Ruby Tuesday of Bryant, Inc. has no indemnification provisions.

RT KCMO Kansas, Inc.

RT KCMO Kansas, Inc. is a Kansas corporation.

Section 17-6305 of the Kansas General Corporation Law authorizes a corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement in connection with such action, including attorney’s fees, if such person acted in good faith and in a manner such person 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 such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person 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 reasonable cause to believe that such person’s conduct was unlawful.

A Kansas corporation may also indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action, including attorney’s fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Article V of the by-laws of RT KCMO Kansas, Inc. provides for the indemnification of each person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation, partnership, limited liability company, joint venture, trust or employee benefit plan to the fullest extent permitted by the laws of the State of Kansas.

II-6

4721 RT of Pennsylvania, Inc.

4721 RT of Pennsylvania, Inc. is a Pennsylvania corporation.

Sections 1741 through 1750 of the Pennsylvania Business Corporation Law (the “PaBCL”) relate to the indemnification powers and duties of Pennsylvania business corporations. Pursuant to Section 1741 of the PaBCL, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (a) if he or she acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation and (b) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful. Pursuant to Section 1742 of the PaBCL, in actions brought against such a person by or in the right of the corporation, a corporation may indemnify him or her against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which he or she has been adjudged to be liable to the corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the corporation is located or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, he or she is fairly and reasonably entitled to indemnification for the expenses that the court of common pleas or such other court deems proper. A Pennsylvania corporation is required to indemnify a director, officer, employee or agent of the corporation against expenses actually and reasonably incurred to the extent that he or she has been successful on the merits or otherwise in defending an action or proceeding referred to in Section 1741 or 1742 of the PaBCL, or in defense of any claim, issue or matter therein.

Section 1746 of the PaBCL provides that the foregoing provisions shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under, among other things, any bylaw provision, provided that no indemnification may be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Article VII of the by-laws of 4721 RT of Pennsylvania, Inc. provides for the indemnification of each person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer or trustee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or where the basis of the proceeding is any alleged action or failure to take any action by such person while acting in an official capacity as a director or officer of the company, or in any other capacity on behalf of the company while such person is or was serving as a director or officer of the company to the fullest extent permitted by the laws of the State of Pennsylvania.

Quality Outdoor Services, Inc.

Quality Outdoor Services, Inc. is a Tennessee corporation.

The Tennessee Business Corporation Act (the “TNBCA”) provides that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (a) the individual conducted himself or herself in good faith; (b) the individual reasonably believed (i) in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in its best interest; and (ii) in all other cases, that the individual’s conduct was at least not opposed to its best

II-7

interests; and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful. Under the TNBCA, a corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if: (1) the director furnishes the corporation a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in the preceding sentence; (2) the director furnishes the corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director is not entitled to indemnification; and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under the TNBCA. Unless a corporation’s charter provides otherwise, the corporation may indemnify and advance expenses to an officer, employee or agent of the corporation who is not a director to the same extent as to a director. A corporation may not indemnify a director under the statute (x) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (y) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director. Unless limited by its charter, a corporation must indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director or officer of the corporation against reasonable expenses incurred by him or her in connection with the proceeding. A corporation may also purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation against liabilities asserted against or incurred by the individual in such capacity or arising from the individual’s status as a director, officer, employee or agent, whether or not the corporation would have the power to indemnify the individual against the same liability under the statute.

Quality Outdoor Services, Inc. does not have any indemnification provisions.

RT Distributing, LLC

RT Distributing, LLC is a Tennessee limited liability company.

The Tennessee LLC Act provides that a limited liability company may indemnify a person if the individual acted in good faith and reasonably believed that (i) in the case of conduct in such individual’s official capacity with the limited liability company, that such individual’s conduct was in its best interests, and (ii) in all other cases, that such individual’s conduct was at least not opposed to its best interests and (iii) in the case of any criminal proceeding, such individual had no reason to believe that his conduct was unlawful. The Tennessee LLC Act also requires indemnity for any responsible person who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which such a person was a party because the person is or was a responsible party of the limited liability company, against reasonable expenses incurred by the person in connection with the proceeding.

Section 5.3 of RT Distributing, LLC’s limited liability company operating agreement provides for indemnification of each person who is or was a member, manager, officer, employee, or agent of the company or is or was serving at the request of the company as a director, officer, partner, trustee, employee, or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

RTT Texas, Inc.

RTT Texas, Inc. is a Texas corporation.

Chapter 8 of the Texas Business Organizations Code (the “TBOC”) authorizes a Texas corporation to indemnify a governing person, former governing person or delegate who was, is, or is threatened to be made a named defendant or respondent in a proceeding, including any threatened, pending or completed action or other

II-8

proceeding, whether civil, criminal, administrative, arbitrative, or investigative, or an appeal of such action or proceeding, or an inquiry or investigation that could lead to such an action or proceeding. The TBOC provides that, unless a court of competent jurisdiction determines that the person is entitled to indemnification, indemnification is permitted only if it is determined that such person (a) acted in good faith; (b) reasonably believed (i) in the case of conduct in his official capacity, that the person’s conduct was in the enterprise’s best interests; and (ii) in any other cases, that the person’s conduct was not opposed to the enterprise’s best interests; and (c) in the case of any criminal proceeding, did not a reasonable cause to believe the person’s conduct was unlawful. To the extent consistent with other law, the TBOC authorizes a Texas corporation to indemnify and advance expenses to a person who is not a governing person, including an officer, employee, or agent, as provided by: (1) the enterprise’s governing documents; (2) general or specific action of the enterprise’s governing authority; (3) resolution of the enterprise’s owners or members; (4) contract; or (5) common law. The certificate of formation of a corporation may restrict the circumstances under which the enterprise must or may indemnify a person under Chapter 8 of the TBOC.

Article VII of the by-laws of RTT Texas, Inc. states that the Corporation may indemnify persons who are or were a director or officer of the Corporation, both in their capacities as directors and officers of the Corporation and, if serving at the request of the Corporation as a director, officer, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, trust, partnership, joint venture, sole proprietorship, employee benefit plan or other enterprise, in each of those capacities to the fullest extent permitted or required by Article 2.02-1 of the Texas Business Corporation Act. The Corporation may also indemnify persons who are or were an employee or agent (other than a present or former director or officer) of the Corporation, or persons who are not or were not employees or agents of the Corporation but who are or were serving at the request of the Corporation as a director, officer, trustee, employee, agent or similar functionary of another foreign or domestic corporation, trust, partnership, joint venture, sole proprietorship, employee benefit plan or other enterprise to the fullest extent permitted or required by Article 2.02-1 of the Texas Business Corporation Act.

RTTT, LLC

RTTT, LLC is a Texas limited liability company.

Section 101.402 of the TBOC permits a limited liability company to indemnify its members, managers and officers and assignees of membership interests in the company, to pay or reimburse expenses incurred by such persons and purchase, procure or establish and maintain insurance or another arrangement to indemnify or hold harmless such persons. The foregoing provisions may be waived or modified in the limited liability company’s company agreement.

Article VI of the Company Agreement of RTTT, LLC provides for indemnification of each person who is or was a member, manager, or officer of the company, both in the person’s official capacity and as a representative of another enterprise, another organization, or an employee benefit plan if serving at the request of the company. The company may indemnify any person who is or was an employee or agent (other than a present or former member, manager or officer) of the company, and each person who is not or was not an employee or agent of the company but who is or was serving at the company’s request as a director, manager, officer, trustee, employee, agent, or similar functionary of another foreign or domestic enterprise.

RTTA, LP

RTTA, LP is a Texas limited partnership.

Chapter 8 of the TBOC authorizes a Texas limited partnership to indemnify a governing person, former governing person or delegate who was, is, or is threatened to be made a named defendant or respondent in a proceeding, including any threatened, pending or completed action or other proceeding, whether civil, criminal,

II-9

administrative, arbitrative, or investigative, or an appeal of such action or proceeding, or an inquiry or investigation that could lead to such an action or proceeding. The TBOC provides that, unless a court of competent jurisdiction determines that the person is entitled to indemnification, indemnification is permitted only if it is determined that such person (a) acted in good faith; (b) reasonably believed (i) in the case of conduct in his official capacity, that the person’s conduct was in the enterprise’s best interests; and (ii) in any other cases, that the person’s conduct was not opposed to the enterprise’s best interests; and (c) in the case of any criminal proceeding, did not a reasonable cause to believe the person’s conduct was unlawful. To the extent consistent with other law, the TBOC authorizes a Texas limited partnership to indemnify and advance expenses to a person who is not a governing person, including an officer, employee, or agent, as provided by: (1) the enterprise’s governing documents; (2) general or specific action of the enterprise’s governing authority; (3) resolution of the enterprise’s owners or members; (4) contract; or (5) common law. The partnership agreement of a limited partnership may restrict the circumstances under which the enterprise must or may indemnify a person under Chapter 8 of the TBOC

Article 5.11 of RTTA, LP’s agreement of limited partnership provides for indemnification of each general partner and its affiliates and their respective officers, directors, partners, employees and agents, specifically including the indemnified person’s sole, partial or concurrent negligence.

The Registration Rights Agreement filed as Exhibit 1 to this Registration Statement provides for indemnification of directors and officers of Ruby Tuesday, Inc. and the guarantors by each holder of the notes and each participating broker-dealer against certain liabilities.

Item 21. Exhibits and Financial Statement Schedules

Exhibit No.	Document
1.1	Registration Rights Agreement dated as of May 14, 2012 among Ruby Tuesday, Inc., the guarantors named therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers (incorporated by reference from Exhibit 10.2 to Form 8-K filed on May 16, 2012 (File No. 1-12454))
3.1	Articles of Incorporation, as amended, of Ruby Tuesday, Inc. (incorporated by reference from Exhibit 3.1 to Form 8-B filed on March 15, 1996 (File No. 1-12454))
3.2	Bylaws, as amended and restated, of Ruby Tuesday, Inc. (incorporated by reference from Exhibit 3.1 to Form 8-K filed on October 8, 2009 (File No. 1-12454))
3.3	Articles of Incorporation of RTBD, Inc. (incorporated by reference from Exhibit 3.3 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.4	Bylaws of RTBD, Inc. (incorporated by reference from Exhibit 3.4 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.5	Articles of Incorporation of RT Finance, Inc. (incorporated by reference from Exhibit 3.5 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.6	Bylaws of RT Finance, Inc. (incorporated by reference from Exhibit 3.6 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.7	Articles of Incorporation of Ruby Tuesday GC Cards, Inc. (incorporated by reference from Exhibit 3.7 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.8	Bylaws of Ruby Tuesday GC Cards, Inc. (incorporated by reference from Exhibit 3.8 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))

II-10

Exhibit No.	Document
3.9	Certificate of Formation of RT Tampa Franchise, LP (incorporated by reference from Exhibit 3.9 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.10	Certificate of Formation of RT Orlando Franchise, LP (incorporated by reference from Exhibit 3.10 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.11	Certificate of Formation of RT South Florida Franchise, LP (incorporated by reference from Exhibit 3.11 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.12	Certificate of Formation of RT New York Franchise, LLC (incorporated by reference from Exhibit 3.12 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.13	Certificate of Formation of RT Southwest Franchise, LLC (incorporated by reference from Exhibit 3.13 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.14	Participation and Operating Agreement of RT Southwest Franchise, LLC (incorporated by reference from Exhibit 3.14 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.15	Certificate of Formation of RT Michiana Franchise, LLC (incorporated by reference from Exhibit 3.15 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.16	Certificate of Formation of RT Franchise Acquisition, LLC (incorporated by reference from Exhibit 3.16 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.17	Operating Agreement of RT Franchise Acquisition, LLC (incorporated by reference from Exhibit 3.17 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.18	Certificate of Formation of RT Kentucky Restaurant Holdings, LLC (incorporated by reference from Exhibit 3.18 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.19	Operating Agreement of RT Kentucky Restaurant Holdings, LLC (incorporated by reference from Exhibit 3.19 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.20	Certificate of Formation of RT Florida Equity, LLC (incorporated by reference from Exhibit 3.20 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.21	Operating Agreement of RT Florida Equity, LLC (incorporated by reference from Exhibit 3.21 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.22	Certificate of Formation of RTGC, LLC (incorporated by reference from Exhibit 3.22 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.23	Operating Agreement of RTGC, LLC (incorporated by reference from Exhibit 3.23 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))

II-11

Exhibit No.	Document
3.24	Certificate of Formation of RT Detroit Franchise, LLC (incorporated by reference from Exhibit 3.24 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.25	Certificate of Formation of RT Michigan Franchise, LLC (incorporated by reference from Exhibit 3.25 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.26	Certificate of Formation of RT West Palm Beach Franchise, LP (incorporated by reference from Exhibit 3.26 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.27	Certificate of Formation of RT New England Franchise, LLC (incorporated by reference from Exhibit 3.27 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.28	Certificate of Formation of RT Long Island Franchise, LLC (incorporated by reference from Exhibit 3.28 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.29	Certificate of Formation of Ruby Tuesday, LLC (incorporated by reference from Exhibit 3.29 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.30	Operating Agreement of Ruby Tuesday, LLC (incorporated by reference from Exhibit 3.30 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.31	Certificate of Formation of RT Indianapolis Franchise, LLC (incorporated by reference from Exhibit 3.31 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.32	Certificate of Formation of RT Denver Franchise, LP (incorporated by reference from Exhibit 3.32 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.33	Certificate of Formation of RT Omaha Franchise, LLC (incorporated by reference from Exhibit 3.33 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.34	Certificate of Formation of RT KCMO Franchise, LLC (incorporated by reference from Exhibit 3.34 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.35	Certificate of Formation of RT Portland Franchise, LLC (incorporated by reference from Exhibit 3.35 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.36	Certificate of Formation of RT St. Louis Franchise, LLC (incorporated by reference from Exhibit 3.36 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.37	Certificate of Formation of RT Western Missouri Franchise, LLC (incorporated by reference from Exhibit 3.37 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))

II-12

Exhibit No.	Document
3.38	Certificate of Formation of RT Minneapolis Franchise, LLC (incorporated by reference from Exhibit 3.38 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.39	Certificate of Formation of RT Las Vegas Franchise, LLC (incorporated by reference from Exhibit 3.39 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.40	Articles of Incorporation of 4721 RT of Pennsylvania, Inc. (incorporated by reference from Exhibit 3.40 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.41	Bylaws of 4721 RT of Pennsylvania, Inc. (incorporated by reference from Exhibit 3.41 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.42	Articles of Incorporation of RTT Texas, Inc. (incorporated by reference from Exhibit 3.42 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.43	Bylaws of RTT Texas, Inc. (incorporated by reference from Exhibit 3.43 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.44	Certificate of Formation of RTTT, LLC (incorporated by reference from Exhibit 3.44 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.45	Company Agreement of RTTT, LLC (incorporated by reference from Exhibit 3.45 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.46	Articles of Incorporation of RT Arkansas Club, Inc. (incorporated by reference from Exhibit 3.46 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.47	Bylaws of RT Arkansas Club, Inc. (incorporated by reference from Exhibit 3.47 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.48	Articles of Incorporation of RT Jonesboro Club (incorporated by reference from Exhibit 3.48 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.49	Bylaws of RT Jonesboro Club (incorporated by reference from Exhibit 3.49 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.50	Articles of Incorporation of Ruby Tuesday of Conway, Inc. (incorporated by reference from Exhibit 3.50 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.51	Bylaws of Ruby Tuesday of Conway, Inc. (incorporated by reference from Exhibit 3.51 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.52	Articles of Incorporation of Ruby Tuesday of Russellville, Inc. (incorporated by reference from Exhibit 3.52 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.53	Bylaws of Ruby Tuesday of Russellville, Inc. (incorporated by reference from Exhibit 3.53 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.54	Articles of Incorporation of Ruby Tuesday of Bryant, Inc. (incorporated by reference from Exhibit 3.54 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))

II-13

Exhibit No.	Document
3.55	Bylaws of Ruby Tuesday of Bryant, Inc. (incorporated by reference from Exhibit 3.55 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.56	Articles of Incorporation of RT KCMO Kansas, Inc. (incorporated by reference from Exhibit 3.56 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.57	Bylaws of RT KCMO Kansas, Inc. (incorporated by reference from Exhibit 3.57 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.58	Certificate of Formation of RT Louisville Franchise, LLC (incorporated by reference from Exhibit 3.58 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.59	Participation and Operating Agreement of RT Louisville Franchise, LLC (incorporated by reference from Exhibit 3.59 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.60	Certificate of Formation of RT McGhee Tyson, LLC (incorporated by reference from Exhibit 3.60 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.61	Participation and Operating Agreement of RT McGhee Tyson, LLC (incorporated by reference from Exhibit 3.61 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.62	Articles of Incorporation of RT One Percent Holdings, Inc. (incorporated by reference from Exhibit 3.62 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.63	Bylaws of RT One Percent Holdings, Inc. (incorporated by reference from Exhibit 3.63 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.64	Certificate of Formation of RT One Percent Holdings, LLC (incorporated by reference from Exhibit 3.64 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.65	Operating Agreement of RT One Percent Holdings, LLC (incorporated by reference from Exhibit 3.65 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.66	Articles of Incorporation of Quality Outdoor Services, Inc. (incorporated by reference from Exhibit 3.66 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.67	Bylaws of Quality Outdoor Services, Inc. (incorporated by reference from Exhibit 3.67 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.68	Articles of Incorporation of RT Airport, Inc. (incorporated by reference from Exhibit 3.68 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.69	Bylaws of RT Airport, Inc. (incorporated by reference from Exhibit 3.69 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.70	Certificate of Formation of RT O’Toole, LLC (incorporated by reference from Exhibit 3.70 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))

II-14

Exhibit No.	Document
3.71	Operating Agreement of RT O’Toole, LLC (incorporated by reference from Exhibit 3.71 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.72	Certificate of Formation of RT Smith, LLC (incorporated by reference from Exhibit 3.72 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.73	Operating Agreement of RT Smith, LLC (incorporated by reference from Exhibit 3.73 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.74	Certificate of Formation of RT Millington, LLC (incorporated by reference from Exhibit 3.74 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.75	Operating Agreement of RT Millington, LLC (incorporated by reference from Exhibit 3.75 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.76	Certificate of Formation of Wok Hay 2, LLC (incorporated by reference from Exhibit 3.76 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.77	Participation and Operating Agreement of Wok Hay 2, LLC (incorporated by reference from Exhibit 3.77 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.78	Certificate of Formation of RT Distributing, LLC (incorporated by reference from Exhibit 3.78 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.79	Operating Agreement of RT Distributing, LLC (incorporated by reference from Exhibit 3.79 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.80	Certificate of Formation of RT Northern California Franchise, LLC (incorporated by reference from Exhibit 3.80 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.81	Participation and Operating Agreement of RT Northern California Franchise, LLC (incorporated by reference from Exhibit 3.81 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.82	Certificate of Formation of RTTA, LP (incorporated by reference from Exhibit 3.82 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.83	Agreement of Limited Partnership of RTTA, LP (incorporated by reference from Exhibit 3.83 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.84	Certificate of Formation of RT Restaurant Services, LLC (incorporated by reference from Exhibit 3.84 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.85	Operating Agreement of RT Restaurant Services, LLC (incorporated by reference from Exhibit 3.85 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))

II-15

Exhibit No.	Document
3.86	Certificate of Formation of RT New Hampshire Restaurant Holdings, LLC (incorporated by reference from Exhibit 3.86 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.87	Operating Agreement of RT New Hampshire Restaurant Holdings, LLC (incorporated by reference from Exhibit 3.87 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.88	Certificate of Formation of RT Minneapolis Holdings, LLC (incorporated by reference from Exhibit 3.88 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.89	Operating Agreement of RT Minneapolis Holdings, LLC (incorporated by reference from Exhibit 3.89 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.90	Certificate of Formation of RT Omaha Holdings, LLC (incorporated by reference from Exhibit 3.90 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.91	Operating Agreement of RT Omaha Holdings, LLC (incorporated by reference from Exhibit 3.91 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.92	Articles of Incorporation of RT Denver, Inc. (incorporated by reference from Exhibit 3.92 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.93	Bylaws of RT Denver, Inc. (incorporated by reference from Exhibit 3.93 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.94	Articles of Incorporation of RT Louisville, Inc. (incorporated by reference from Exhibit 3.94 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.95	Bylaws of RT Louisville, Inc. (incorporated by reference from Exhibit 3.95 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.96	Articles of Incorporation of RT Orlando, Inc. (incorporated by reference from Exhibit 3.96 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.97	Bylaws of RT Orlando, Inc. (incorporated by reference from Exhibit 3.97 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.98	Articles of Incorporation of RT South Florida, Inc. (incorporated by reference from Exhibit 3.98 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.99	Bylaws of RT South Florida, Inc. (incorporated by reference from Exhibit 3.99 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.100	Articles of Incorporation of RT Tampa, Inc. (incorporated by reference from Exhibit 3.100 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))

II-16

Exhibit No.	Document
3.101	Bylaws of RT Tampa, Inc. (incorporated by reference from Exhibit 3.101 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.102	Articles of Incorporation of RT West Palm Beach, Inc. (incorporated by reference from Exhibit 3.102 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.103	Bylaws of RT West Palm Beach, Inc. (incorporated by reference from Exhibit 3.103 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
4.1	Indenture, dated as of May 14, 2012 among Ruby Tuesday, Inc., the guarantors named therein and the Trustee ((incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Current Report on Form 8-K dated May 14, 2012 (File No. 1-12454)).
5.1	Opinion of Davis Polk & Wardwell LLP with respect to the new Notes *
5.2	Opinion of Hunton & Williams LLP with respect to the Georgia guarantors *
5.3	Opinion of Hunton & Williams LLP with respect to the Texas guarantors *
5.4	Opinion of Bryan Cave LLP with respect to the Colorado guarantors *
5.5	Opinion of Bryan Cave LLP with respect to the Kansas guarantors *
5.6	Opinion of Scarlett May with respect to the Tennessee guarantors *
5.7	Opinion of Saul Ewing LLP with respect to the Pennsylvania guarantor *
5.8	Opinion of Stinson Morrison Hecker LLP with respect to the Arkansas guarantors (incorporated by reference from Exhibit 5.8 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
10.1	Ruby Tuesday, Inc. Executive Supplemental Pension Plan, amended and restated as of January 1, 2007. (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2007 (File No. 1-12454)).
10.2	First Amendment, dated as of April 2, 2008, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.6 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 4, 2008 (File No. 1-12454)).
10.3	Second Amendment, dated as of December 31, 2008, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2008 (File No. 1-12454)).
10.4	Third Amendment, dated as of January 6, 2010, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 1, 2009 (File No. 1-12454)).
10.5	Ruby Tuesday, Inc. Stock Incentive and Deferred Compensation Plan for Directors (Amended and Restated as of October 8, 2008) (incorporated by reference from Exhibit 10.5 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended May 31, 2011 (File No. 1-12454)).
10.6	First Amendment, dated as of July 21, 2011, to the Ruby Tuesday, Inc. Stock Incentive and Deferred Compensation Plan for Directors (Amended and Restated as of October 8, 2008) (incorporated by reference from Exhibit 10.6 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended May 31, 2011 (File No. 1-12454)).

II-17

Exhibit No.	Document
10.7	Second Amendment, dated as of January 5, 2012, to the Ruby Tuesday, Inc. Stock Incentive and Deferred Compensation Plan for Directors (Amended and Restated as of October 8, 2008) (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 29, 2011 (File No. 1-12454)).
10.8	Form of Restricted Stock Award (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 29, 2011 (File No. 1-12454)).
10.9	Ruby Tuesday, Inc. 2003 Stock Incentive Plan (formerly the 1996 Non-Executive Stock Incentive Plan (formerly the Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive Plan)) (incorporated by reference from Exhibit 10(h) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 1993 (File No. 0-1750) and by reference from Exhibit 10.10 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 1, 2004 (File No. 1-12454)).
10.10	First Amendment, dated as of July 6, 2005, to the 2003 Stock Incentive Plan (incorporated by reference from Exhibit 10.14 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 6, 2006 (File No. 1-12454)).
10.11	Second Amendment, dated as of July 11, 2006, to the 2003 Stock Incentive Plan (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).
10.12	Third Amendment, dated as of July 20, 2011, to the 2003 Stock Incentive Plan (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 29, 2011 (File No. 1-12454)).
10.13	Fourth Amendment, dated as of January 5, 2012, to the 2003 Stock Incentive Plan (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 29, 2011 (File No. 1-12454)).
10.14	Non-Qualified Stock Option Award (Beall) (incorporated by reference from Exhibit 10.3 to Form 8-K filed on April 17, 2007 (File No. 1-12454)).
10.15	First Amendment to the Ruby Tuesday, Inc. Non-Qualified Stock Option Award (incorporated by reference from Exhibit 10.4 to Form 8-K filed on April 17, 2007 (File No. 1-12454)).
10.16	Form of Non-Qualified Stock Option Award (incorporated by reference from Exhibit 10.1 to Form 8-K filed on July 27, 2010 (File No. 1-12454)).
10.17	Form of Service Stock Award (incorporated by reference from Exhibit 10.2 to Form 8-K filed on July 27, 2010 (File No. 1-12454)).
10.18	Form of Service-Based Restricted Stock Award (incorporated by reference from Exhibit 10.1 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.19	Form of Performance-Based Restricted Stock Award (incorporated by reference from Exhibit 10.2 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.20	Form of Performance Unit Award (incorporated by reference from Exhibit 10.3 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.21	Form of Letter of Amendment (incorporated by reference from Exhibit 10.4 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.22	Form of Service-Based Restricted Stock Award (incorporated by reference from Exhibit 10.1 to Form 8-K filed on April 10, 2012 (File No. 1-12454)).

II-18

Exhibit No.	Document
10.23	Ruby Tuesday, Inc. 2006 Executive Incentive Compensation Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).
10.24	Morrison Restaurants Inc. Deferred Compensation Plan, as restated effective January 1, 1994, together with amended and restated Trust Agreement, dated as of December 1, 1992, to Deferred Compensation Plan (incorporated by reference from Exhibit 10(i) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 1993 (File No. 0-1750)).
10.25	Morrison Restaurants Inc. Management Retirement Plan together with First Amendment, dated as of June 30, 1994 and Second Amendment, dated as of July 31, 1995 (incorporated by reference from Exhibit 10(n) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 1995 (File No. 1-12454)).
10.26	Form of Third Amendment to Management Retirement Plan (incorporated by reference from Exhibit 10.32 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.27	Form of Fourth Amendment to Management Retirement Plan (incorporated by reference from Exhibit 10.14 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 2003 (File No. 1-12454)).
10.28	Form of Fifth Amendment to Management Retirement Plan (incorporated by reference from Exhibit 10.15 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 2003 (File No. 1-12454)).
10.29	Sixth Amendment, dated as of April 9, 2001, to the Ruby Tuesday, Inc. Management Retirement Plan (incorporated by reference from Exhibit 10.41 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2001 (File No. 1-12454)).
10.30	Seventh Amendment (dated as of October 5, 2004) to the Ruby Tuesday, Inc. Management Retirement Plan (incorporated by reference from Exhibit 99.5 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).
10.31	Morrison Retirement Plan, amended and restated as of October 7, 2009 (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 1, 2009 (File No. 1-12454)).
10.32	Executive Group Life and Executive Accidental Death and Dismemberment Plan (incorporated by reference from Exhibit 10(q) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 1989 (File No. 0-1750)).
10.33	Morrison Restaurants Inc. Executive Life Insurance Plan (incorporated by reference from Exhibit 10(a)(a) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 4, 1994 (File No. 1-12454)).
10.34	Form of First Amendment to the Morrison Restaurants Inc. Executive Life Insurance Plan (incorporated by reference from Exhibit 10.25 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 2003 (File No. 1-12454)).
10.35	Second Amendment (dated as of January 1, 2004) to the Ruby Tuesday Inc. Executive Life Insurance Plan (formerly the Morrison Restaurants Inc. Executive Life Insurance Plan) (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).
10.36	Ruby Tuesday Inc. Executive Life Insurance Premium Plan dated as of January 1, 2004 (incorporated by reference from Exhibit 99.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).

II-19

Exhibit No.	Document
10.37	Ruby Tuesday, Inc. 1996 Stock Incentive Plan, restated as of September 30, 1999 (incorporated by reference from Exhibit 99.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended September 3, 2000 (File No. 1-12454)).
10.38	First Amendment, dated as of July 10, 2000, to the restated Ruby Tuesday, Inc. 1996 Stock Incentive Plan (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended September 3, 2000 (File No. 1-12454)).
10.39	Ruby Tuesday, Inc. Salary Deferral Plan, amended and restated as of October 7, 2009 (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 1, 2009 (File No. 1-12454)).
10.40	First Amendment, dated as of April 6, 2011, to the Ruby Tuesday, Inc. Salary Deferral Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 1, 2011 (File No. 1-12454)).
10.41	Ruby Tuesday, Inc. Deferred Compensation Plan Trust Agreement restated as of June 1, 2001 (incorporated by reference from Exhibit 10.44 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2001 (File No. 1-12454)).
10.42	First Amendment, dated as of June 10, 2002, to the Ruby Tuesday, Inc. Deferred Compensation Plan Trust Agreement (incorporated by reference from Exhibit 10.58 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 4, 2002 (File No. 1-12454)).
10.43	Ruby Tuesday, Inc. Restated Deferred Compensation Plan, dated as of November 26, 2002 (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 3, 2002 (File No. 1-12454)).
10.44	Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.1 to Form 8-K filed on January 18, 2005 (File No. 1-12454)).
10.45	First Amendment, dated as of December 14, 2006, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.6 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).
10.46	Second Amendment, dated as of July 11, 2007, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.40 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2007 (File No. 1-12454)).
10.47	Third Amendment, dated as of December 30, 2008, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2008 (File No. 1-12454)).
10.48	Fourth Amendment, dated as of December 31, 2008, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2008 (File No. 1-12454)).
10.49	Fifth Amendment, dated as April 6, 2011, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 1, 2011 (File No. 1-12454)).
10.50	Description of Cash Bonus Plan (incorporated by reference to Form 8-K filed on July 14, 2006 (File No. 1-12454)).
10.51	Distribution Agreement, dated as of March 2, 1996, by and among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (incorporated by reference from Exhibit 10.23 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).

II-20

Exhibit No.	Document
10.52	Amended and Restated Tax Allocation and Indemnification Agreement, dated as of March 2, 1996, by and among Morrison Restaurants Inc., Custom Management Corporation of Pennsylvania, Custom Management Corporation, John C. Metz & Associates, Inc., Morrison International, Inc., Morrison Custom Management Corporation of Pennsylvania, Morrison Fresh Cooking, Inc., Ruby Tuesday, Inc., a Delaware corporation, Ruby Tuesday (Georgia), Inc., a Georgia corporation, Tias, Inc. and Morrison Health Care, Inc. (incorporated by reference from Exhibit 10.24 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.53	Agreement Respecting Employee Benefit Matters, dated as of March 2, 1996, by and among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (incorporated by reference from Exhibit 10.25 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.54	Trust Agreement (dated as of July 23, 2004) between Ruby Tuesday Inc. and U.S. Trust Company, N.A. (incorporated by reference from Exhibit 99.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).
10.55	Master Distribution Agreement, dated as of December 8, 2006 and effective as of November 15, 2006, by and between Ruby Tuesday, Inc. and PFG Customized Distribution (portions of which have been redacted pursuant to a confidential treatment request filed with the SEC) (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).
10.56	Revolving Credit Agreement, dated as of December 1, 2010, by and among Ruby Tuesday, Inc., the Lenders party hereto, Bank of America, N.A., as Administrative Agent, Issuing Bank, Servicer and Swingline Lender, and Regions Bank, as Syndication Agent (incorporated by reference from Exhibit 10.1 to Form 8-K filed on December 7, 2010 (File No. 1-12454)).
10.57	First Amendment to Revolving Credit Agreement, dated as of July 19, 2011, by and among Ruby Tuesday, Inc., the Lenders party hereto, and Bank of America, N.A., as Administrative Agent, Issuing Bank, Servicer and Swingline Lender (incorporated by reference from Exhibit 10.1 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.58	Second Amendment to Revolving Credit Agreement and Waiver, dated as of May 14, 2012, by and among Ruby Tuesday, Inc., the Lenders party hereto, and Bank of America, N.A., as Administrative Agent for the Lenders (incorporated by reference from Exhibit 10.3 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.59	Lender Commitment Agreement dated as of July 19, 2011 among Ruby Tuesday, Inc., the Guarantors, Bank of America, N.A., as Administrative Agent and Wells Fargo Bank, National Association (incorporated by reference from Exhibit 10.2 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.60	Lender Commitment Agreement dated as of July 19, 2011 among Ruby Tuesday, Inc., the Guarantors, Bank of America, N.A., as Administrative Agent and PNC Bank, National Association (incorporated by reference from Exhibit 10.3 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.61	Lender Commitment Agreement dated as of July 19, 2011 among Ruby Tuesday, Inc., the Guarantors, Bank of America, N.A., as Administrative Agent and Fifth Third Bank (incorporated by reference from Exhibit 10.3 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.62	Lender Commitment Agreement dated as of July 19, 2011 among Ruby Tuesday, Inc., the Guarantors, Bank of America, N.A., as Administrative Agent and US Bank National Association (incorporated by reference from Exhibit 10.3 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).

II-21

Exhibit No.	Document
10.63	Amended and Restated Note Purchase Agreement, dated as of May 21, 2008, by and among Ruby Tuesday, Inc. and the institutional investors thereto (incorporated by reference from Exhibit 10.3 to Form 8-K filed on May 22, 2008 (File No. 1-12454)).
10.64	First Amendment, dated as of December 1, 2010, to the Amended and Restated Note Purchase Agreement, by and among Ruby Tuesday, Inc. and the institutional investors thereto (incorporated by reference from Exhibit 10.2 to Form 8-K filed on December 7, 2010 (file No. 1-12454)).
10.65	Purchase Agreement, dated as of May 7, 2012 (incorporated by reference from Exhibit 10.1 to Form 8-K filed on May 9, 2012 (File No. 1-12454)).
10.66	Indenture, dated as of May 14, 2012, by and among Ruby Tuesday, Inc., the Guarantors party hereto, and Wells Fargo, National Association, as Trustee (incorporated by reference from Exhibit 10.1 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.67	Registration Rights Agreement, dated as of May 14, 2012 (incorporated by reference from Exhibit 10.2 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.68	Pledge Agreement, dated as of May 14, 2012 (incorporated by reference from Exhibit 10.4 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.69	Indenture, dated December 31, 2007, to the Ruby Tuesday, Inc. Cafeteria Plan (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 4, 2008 (File No. 1-12454)).
10.70	Second Amendment, dated as of December 15, 2010, to the Ruby Tuesday, Inc. Cafeteria Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2010 (File No. 1-12454)).
10.71	Indenture, dated December 31, 2007, to the Ruby Tuesday, Inc. Health Savings Account Plan (incorporated by reference from Exhibit 10.5 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 4, 2008 (File No. 1-12454)).
10.72	First Amendment, dated as of December 15, 2010, to the Ruby Tuesday, Inc. Health Savings Account Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2010 (File No. 1-12454)).
10.73	Form of Indemnification Agreement, dated April 7, 2010 (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 2, 2010 (File No. 1-12454)).
10.74	Agreement, dated June 30, 2011, by and among Ruby Tuesday, Inc., and Steven R. Becker, Matthew A. Drapkin, Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BD Partners III, L.P., Becker Drapkin Management, L.P., and BC Advisors, LLC (incorporated by reference from Exhibit 10.1 to Form 8-K filed on July 1, 2011 (File No. 1-12454)).
10.75	Agreement, dated June 30, 2011, by and among Ruby Tuesday, Inc., and Double Black Diamond Offshore Ltd., Black Diamond Offshore Ltd., Carlson Capital, L.P., Asgard Investment Corp., and Clint D. Carlson (incorporated by reference from Exhibit 10.2 to Form 8-K filed on July 1, 2011 (File No. 1-12454)).
10.76	Ruby Tuesday, Inc. Severance Pay Plan, amended and restated as of January 5, 2011 (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2010 (File No. 1-12454)).
10.77	First Amendment, dated as of August 23, 2011, to the Ruby Tuesday, Inc. Severance Pay Plan (incorporated by reference from Exhibit 10.5 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).

II-22

Exhibit No.	Document
10.78	Separation Agreement, dated as of April 30, 2012, by and between Ruby Tuesday, Inc. and Michael O. Moore (incorporated by reference from Exhibit 10.1 to Form 8-K filed on April 26, 2012 (File No. 1-12454)).
10.79	Transition Agreement, dated as of June 6, 2012, by and between Ruby Tuesday, Inc. and Samuel E. Beall, III ( incorporated by reference from Exhibit 10.79 to the Ruby Tuesday Annual Report on Form 10-K filed on August 6, 2012 (File No. 1-12454)).
10.80	Ruby Tuesday, Inc. Executive Compensation Clawback Policy, dated as of July 22, 2010 (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended August 31, 2011 (File No. 1-12454)).
10.81	Ruby Tuesday, Inc. 2010 Executive Incentive Compensation Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended August 31, 2011 (File No. 1-12454)).
10.82	Employment Agreement dated as of November 16, 2012, by and between Ruby Tuesday, Inc. and James J. Buettgen (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).
10.83	Second Amendment, dated as of January 9, 2013, to the Ruby Tuesday, Inc. Severance Pay Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).
10.84	Indenture, dated as of January 9, 2013, to the Ruby Tuesday, Inc. Cafeteria Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).
10.85	Fourth Amendment, dated as of November 30, 2012, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).
10.86	Sixth Amendment, dated as of October 31, 2012, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).
10.87	First Amendment, dated as of November 30, 2012, to the Ruby Tuesday, Inc. Executive Life Insurance Premium Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).
12.1	Computation of Ratio of Earnings to Fixed Charges (incorporated by reference from Exhibit 12.1 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506)).
21.1	Subsidiaries of Ruby Tuesday, Inc. ( incorporated by reference from Exhibit 21.1 to the Ruby Tuesday Annual Report on Form 10-K filed on August 6, 2012 (File No. 1-12454)).
23.1	Consent of Davis Polk & Wardwell LLP (contained in their opinion filed as Exhibit 5.1).
23.2	Consent of KPMG LLP*
24.1	Power of Attorney (included on signature page)
25.1	Statement of Eligibility of Wells Fargo Bank, National Association, as Trustee, on Form T-1 (incorporated by reference from Exhibit 25.1 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506)).
99.1	Form of Letter of Transmittal (incorporated by reference from Exhibit 99.1 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))

II-23

Exhibit No.	Document
99.2	Form of Letter to Clients (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
99.3	Form of Letter to Nominees (incorporated by reference from Exhibit 99.3 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
99.4	Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner (incorporated by reference from Exhibit 99.4 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))

* Filed herewith

Item 22. Undertakings

(a) The undersigned hereby undertakes:

(1) 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 a 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;

(2) 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.

(3) 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.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification

II-24

against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons 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, we 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 Act and will be governed by the final adjudication of such issue.

(d) The undersigned hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 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 effective date of the registration statement through the date of responding to the request.

(e) The undersigned hereby undertakes 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.

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RUBY TUESDAY, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Senior Vice President—Chief Legal Officer and Secretary

RT DISTRIBUTING, LLC RTGC, LLC RUBY TUESDAY, LLC RT ONE PERCENT HOLDINGS, LLC RT FLORIDA EQUITY, LLC RT RESTAURANT SERVICES, LLC RT NEW YORK FRANCHISE, LLC RT LONG ISLAND FRANCHISE, LLC RT NEW ENGLAND FRANCHISE, LLC WOK HAY 2, LLC
By:   RUBY TUESDAY, INC., its sole member
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Senior Vice President—Chief Legal Officer and Secretary

RT DENVER FRANCHISE, L.P.
By:   RUBY TUESDAY, INC., its general partner
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Senior Vice President—Chief Legal Officer and Secretary

II-26

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President and Chief Executive Officer (Principal Executive Officer)	March 15, 2013
/s/ Michael O. Moore Michael O. Moore	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 15, 2013
* Franklin E. Southall, Jr.	Vice President—Corporate Controller (Principal Accounting Officer)	March 15, 2013
* Matthew A. Drapkin	Chairman of the Board	March 15, 2013
* Bernard Lanigan, Jr.	Director	March 15, 2013
* Stephen I. Sadove	Director	March 15, 2013
* Kevin T. Clayton	Director	March 15, 2013
* F. Lane Cardwell, Jr.	Director	March 15, 2013
* Jeffrey J. O’Neill	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

QUALITY OUTDOOR SERVICES, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
/s/ Michael O. Moore Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT AIRPORT, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RTBD, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

RT KENTUCKY RESTAURANT HOLDINGS, LLC RT NEW HAMPSHIRE RESTAURANT HOLDINGS, LLC RT MINNEAPOLIS HOLDINGS, LLC RT OMAHA HOLDINGS, LLC RT FRANCHISE ACQUISITION, LLC
By:	RTBD, INC., its sole member
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

RTTA, LP
By:	RTBD, INC., its sole member
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

RT DETROIT FRANCHISE, LLC RT MICHIGAN FRANCHISE, LLC RTTT, LLC
By:	RT FRANCHISE ACQUISITION, LLC, its sole member
By:	RTBD, INC., its sole member
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

II-30

RT O’TOOLE, LLC
By:	RT MICHIGAN FRANCHISE, LLC, its sole member
By:	RT FRANCHISE ACQUISITION, LLC, its sole member
By:	RTBD, INC., its sole member
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

RT MILLINGTON, LLC
By:	RT DETROIT FRANCHISE, LLC, its sole member
By:	RT FRANCHISE ACQUISITION, LLC, its sole member
By:	RTBD, INC., its sole member
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President

II-31

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* Michael O. Moore	President (Principal Executive Officer. Principal Financial Officer, and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Vice President	March 15, 2013
* David Schmidt	Director	March 15, 2013
* Angie Pruitt	Director	March 15, 2013
* Andrew Panaccione	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT FINANCE, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RUBY TUESDAY GC CARDS, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT LOUISVILLE, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT ORLANDO, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

RT ORLANDO FRANCHISE, L.P.
By:   RT ORLANDO, INC., its general partner
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT SOUTH FLORIDA, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

RT SOUTH FLORIDA FRANCHISE, L.P.
By:	RT SOUTH FLORIDA, INC., its general partner
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT TAMPA, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

RT TAMPA FRANCHISE, L.P.
By:	RT TAMPA, INC., its general partner
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT WEST PALM BEACH, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

RT WEST PALM BEACH FRANCHISE, L.P.
By:	RT WEST PALM BEACH, INC., its general partner
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT DENVER, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT ONE PERCENT HOLDINGS, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

4721 RT OF PENNSYLVANIA, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RTT TEXAS, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Secretary and Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* Michael O. Moore	President (Principal Executive Officer)	March 15, 2013
/s/ Scarlett May Scarlett May	Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT MCGHEE-TYSON, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Manager	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT LOUISVILLE FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Manager	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT SOUTHWEST FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Manager	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT NORTHERN CALIFORNIA FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Manager	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT MICHIANA FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

RT SMITH, LLC
By:	RT MICHIANA FRANCHISE, LLC, its sole member
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

II-48

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
/s/ James J. Buettgen James J. Buettgen	Manager	March 15, 2013
/s/ Michael O. Moore Michael O. Moore	Manager	March 15, 2013
/s/ Scarlett May Scarlett May	Manager	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-49

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT INDIANAPOLIS FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
/s/ James J. Buettgen James J. Buettgen	Manager	March 15, 2013
/s/ Michael O. Moore Michael O. Moore	Manager	March 15, 2013
/s/ Scarlett May Scarlett May	Manager	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-50

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT ST. LOUIS FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
/s/ James J. Buettgen James J. Buettgen	Manager	March 15, 2013
/s/ Michael O. Moore Michael O. Moore	Manager	March 15, 2013
/s/ Scarlett May Scarlett May	Manager	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-51

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT WESTERN MISSOURI FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
/s/ James J. Buettgen James J. Buettgen	Manager	March 15, 2013
/s/ Michael O. Moore Michael O. Moore	Manager	March 15, 2013
/s/ Scarlett May Scarlett May	Manager	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-52

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT OMAHA FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
/s/ James J. Buettgen James J. Buettgen	Manager	March 15, 2013
/s/ Michael O. Moore Michael O. Moore	Manager	March 15, 2013
/s/ Scarlett May Scarlett May	Manager	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-53

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT KCMO FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
/s/ James J. Buettgen James J. Buettgen	Manager	March 15, 2013
/s/ Michael O. Moore Michael O. Moore	Manager	March 15, 2013
/s/ Scarlett May Scarlett May	Manager	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT PORTLAND FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
/s/ James J. Buettgen James J. Buettgen	Manager	March 15, 2013
/s/ Michael O. Moore Michael O. Moore	Manager	March 15, 2013
/s/ Scarlett May Scarlett May	Manager	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-55

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT MINNEAPOLIS FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
/s/ James J. Buettgen James J. Buettgen	Manager	March 15, 2013
/s/ Michael O. Moore Michael O. Moore	Manager	March 15, 2013
/s/ Scarlett May Scarlett May	Manager	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT LAS VEGAS FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
/s/ James J. Buettgen James J. Buettgen	Manager	March 15, 2013
/s/ Michael O. Moore Michael O. Moore	Manager	March 15, 2013
/s/ Scarlett May Scarlett May	Manager	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-57

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT ARKANSAS CLUB, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Secretary and Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
/s/ Scarlett May Scarlett May	Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-58

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT JONESBORO CLUB
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Secretary and Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
/s/ Scarlett May Scarlett May	Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-59

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RUBY TUESDAY OF CONWAY, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Secretary and Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
/s/ Scarlett May Scarlett May	Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-60

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RUBY TUESDAY OF RUSSELLVILLE, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Secretary and Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
/s/ Scarlett May Scarlett May	Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-61

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RUBY TUESDAY OF BRYANT, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Secretary and Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
/s/ Scarlett May Scarlett May	Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
* James J. Buettgen	Director	March 15, 2013
* Michael O. Moore	Director	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-62

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on March 15, 2013.

RT KCMO KANSAS, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
* James J. Buettgen	President (Principal Executive Officer)	March 15, 2013
* Michael O. Moore	Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)	March 15, 2013
/s/ Scarlett May Scarlett May	Director	March 15, 2013

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ Scarlett May
	Scarlett May
	Attorney-in-Fact

II-63

EXHIBIT INDEX

Exhibit No.	Document
1.1	Registration Rights Agreement dated as of May 14, 2012 among Ruby Tuesday, Inc., the guarantors named therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers (incorporated by reference from Exhibit 10.2 to Form 8-K filed on May 16, 2012 (File No. 1-12454))
3.1	Articles of Incorporation, as amended, of Ruby Tuesday, Inc. (incorporated by reference from Exhibit 3.1 to Form 8-B filed on March 15, 1996 (File No. 1-12454))
3.2	Bylaws, as amended and restated, of Ruby Tuesday, Inc. (incorporated by reference from Exhibit 3.1 to Form 8-K filed on October 8, 2009 (File No. 1-12454))
3.3	Articles of Incorporation of RTBD, Inc. (incorporated by reference from Exhibit 3.3 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.4	Bylaws of RTBD, Inc. (incorporated by reference from Exhibit 3.4 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.5	Articles of Incorporation of RT Finance, Inc. (incorporated by reference from Exhibit 3.5 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.6	Bylaws of RT Finance, Inc. (incorporated by reference from Exhibit 3.6 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.7	Articles of Incorporation of Ruby Tuesday GC Cards, Inc. (incorporated by reference from Exhibit 3.7 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.8	Bylaws of Ruby Tuesday GC Cards, Inc. (incorporated by reference from Exhibit 3.8 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.9	Certificate of Formation of RT Tampa Franchise, LP (incorporated by reference from Exhibit 3.9 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.10	Certificate of Formation of RT Orlando Franchise, LP (incorporated by reference from Exhibit 3.10 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.11	Certificate of Formation of RT South Florida Franchise, LP (incorporated by reference from Exhibit 3.11 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.12	Certificate of Formation of RT New York Franchise, LLC (incorporated by reference from Exhibit 3.12 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.13	Certificate of Formation of RT Southwest Franchise, LLC (incorporated by reference from Exhibit 3.13 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.14	Participation and Operating Agreement of RT Southwest Franchise, LLC (incorporated by reference from Exhibit 3.14 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.15	Certificate of Formation of RT Michiana Franchise, LLC (incorporated by reference from Exhibit 3.15 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))

II-64

Exhibit No.	Document
3.16	Certificate of Formation of RT Franchise Acquisition, LLC (incorporated by reference from Exhibit 3.16 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.17	Operating Agreement of RT Franchise Acquisition, LLC (incorporated by reference from Exhibit 3.17 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.18	Certificate of Formation of RT Kentucky Restaurant Holdings, LLC (incorporated by reference from Exhibit 3.18 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.19	Operating Agreement of RT Kentucky Restaurant Holdings, LLC (incorporated by reference from Exhibit 3.19 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.20	Certificate of Formation of RT Florida Equity, LLC (incorporated by reference from Exhibit 3.20 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.21	Operating Agreement of RT Florida Equity, LLC (incorporated by reference from Exhibit 3.21 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.22	Certificate of Formation of RTGC, LLC (incorporated by reference from Exhibit 3.22 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.23	Operating Agreement of RTGC, LLC (incorporated by reference from Exhibit 3.23 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.24	Certificate of Formation of RT Detroit Franchise, LLC (incorporated by reference from Exhibit 3.24 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.25	Certificate of Formation of RT Michigan Franchise, LLC (incorporated by reference from Exhibit 3.25 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.26	Certificate of Formation of RT West Palm Beach Franchise, LP (incorporated by reference from Exhibit 3.26 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.27	Certificate of Formation of RT New England Franchise, LLC (incorporated by reference from Exhibit 3.27 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.28	Certificate of Formation of RT Long Island Franchise, LLC (incorporated by reference from Exhibit 3.28 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.29	Certificate of Formation of Ruby Tuesday, LLC (incorporated by reference from Exhibit 3.29 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.30	Operating Agreement of Ruby Tuesday, LLC (incorporated by reference from Exhibit 3.30 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))

II-65

Exhibit No.	Document
3.31	Certificate of Formation of RT Indianapolis Franchise, LLC (incorporated by reference from Exhibit 3.31 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.32	Certificate of Formation of RT Denver Franchise, LP (incorporated by reference from Exhibit 3.32 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.33	Certificate of Formation of RT Omaha Franchise, LLC (incorporated by reference from Exhibit 3.33 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.34	Certificate of Formation of RT KCMO Franchise, LLC (incorporated by reference from Exhibit 3.34 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.35	Certificate of Formation of RT Portland Franchise, LLC (incorporated by reference from Exhibit 3.35 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.36	Certificate of Formation of RT St. Louis Franchise, LLC (incorporated by reference from Exhibit 3.36 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.37	Certificate of Formation of RT Western Missouri Franchise, LLC (incorporated by reference from Exhibit 3.37 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.38	Certificate of Formation of RT Minneapolis Franchise, LLC (incorporated by reference from Exhibit 3.38 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.39	Certificate of Formation of RT Las Vegas Franchise, LLC (incorporated by reference from Exhibit 3.39 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.40	Articles of Incorporation of 4721 RT of Pennsylvania, Inc. (incorporated by reference from Exhibit 3.40 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.41	Bylaws of 4721 RT of Pennsylvania, Inc. (incorporated by reference from Exhibit 3.41 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.42	Articles of Incorporation of RTT Texas, Inc. (incorporated by reference from Exhibit 3.42 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.43	Bylaws of RTT Texas, Inc. (incorporated by reference from Exhibit 3.43 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.44	Certificate of Formation of RTTT, LLC (incorporated by reference from Exhibit 3.44 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.45	Company Agreement of RTTT, LLC (incorporated by reference from Exhibit 3.45 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.46	Articles of Incorporation of RT Arkansas Club, Inc. (incorporated by reference from Exhibit 3.46 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))

II-66

Exhibit No.	Document
3.47	Bylaws of RT Arkansas Club, Inc. (incorporated by reference from Exhibit 3.47 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.48	Articles of Incorporation of RT Jonesboro Club (incorporated by reference from Exhibit 3.48 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.49	Bylaws of RT Jonesboro Club (incorporated by reference from Exhibit 3.49 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.50	Articles of Incorporation of Ruby Tuesday of Conway, Inc. (incorporated by reference from Exhibit 3.50 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.51	Bylaws of Ruby Tuesday of Conway, Inc. (incorporated by reference from Exhibit 3.51 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.52	Articles of Incorporation of Ruby Tuesday of Russellville, Inc. (incorporated by reference from Exhibit 3.52 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.53	Bylaws of Ruby Tuesday of Russellville, Inc. (incorporated by reference from Exhibit 3.53 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.54	Articles of Incorporation of Ruby Tuesday of Bryant, Inc. (incorporated by reference from Exhibit 3.54 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.55	Bylaws of Ruby Tuesday of Bryant, Inc. (incorporated by reference from Exhibit 3.55 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.56	Articles of Incorporation of RT KCMO Kansas, Inc. (incorporated by reference from Exhibit 3.56 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.57	Bylaws of RT KCMO Kansas, Inc. (incorporated by reference from Exhibit 3.57 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.58	Certificate of Formation of RT Louisville Franchise, LLC (incorporated by reference from Exhibit 3.58 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.59	Participation and Operating Agreement of RT Louisville Franchise, LLC (incorporated by reference from Exhibit 3.59 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.60	Certificate of Formation of RT McGhee Tyson, LLC (incorporated by reference from Exhibit 3.60 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.61	Participation and Operating Agreement of RT McGhee Tyson, LLC (incorporated by reference from Exhibit 3.61 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.62	Articles of Incorporation of RT One Percent Holdings, Inc. (incorporated by reference from Exhibit 3.62 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))

II-67

Exhibit No.	Document
3.63	Bylaws of RT One Percent Holdings, Inc. (incorporated by reference from Exhibit 3.63 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.64	Certificate of Formation of RT One Percent Holdings, LLC (incorporated by reference from Exhibit 3.64 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.65	Operating Agreement of RT One Percent Holdings, LLC (incorporated by reference from Exhibit 3.65 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.66	Articles of Incorporation of Quality Outdoor Services, Inc. (incorporated by reference from Exhibit 3.66 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.67	Bylaws of Quality Outdoor Services, Inc. (incorporated by reference from Exhibit 3.67 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.68	Articles of Incorporation of RT Airport, Inc. (incorporated by reference from Exhibit 3.68 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.69	Bylaws of RT Airport, Inc. (incorporated by reference from Exhibit 3.69 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.70	Certificate of Formation of RT O’Toole, LLC (incorporated by reference from Exhibit 3.70 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.71	Operating Agreement of RT O’Toole, LLC (incorporated by reference from Exhibit 3.71 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.72	Certificate of Formation of RT Smith, LLC (incorporated by reference from Exhibit 3.72 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.73	Operating Agreement of RT Smith, LLC (incorporated by reference from Exhibit 3.73 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.74	Certificate of Formation of RT Millington, LLC (incorporated by reference from Exhibit 3.74 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.75	Operating Agreement of RT Millington, LLC (incorporated by reference from Exhibit 3.75 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.76	Certificate of Formation of Wok Hay 2, LLC (incorporated by reference from Exhibit 3.76 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.77	Participation and Operating Agreement of Wok Hay 2, LLC (incorporated by reference from Exhibit 3.77 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.78	Certificate of Formation of RT Distributing, LLC (incorporated by reference from Exhibit 3.78 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.79	Operating Agreement of RT Distributing, LLC (incorporated by reference from Exhibit 3.79 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))

II-68

Exhibit No.	Document
3.80	Certificate of Formation of RT Northern California Franchise, LLC (incorporated by reference from Exhibit 3.80 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.81	Participation and Operating Agreement of RT Northern California Franchise, LLC (incorporated by reference from Exhibit 3.81 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.82	Certificate of Formation of RTTA, LP (incorporated by reference from Exhibit 3.82 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.83	Agreement of Limited Partnership of RTTA, LP (incorporated by reference from Exhibit 3.83 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.84	Certificate of Formation of RT Restaurant Services, LLC (incorporated by reference from Exhibit 3.84 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.85	Operating Agreement of RT Restaurant Services, LLC (incorporated by reference from Exhibit 3.85 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.86	Certificate of Formation of RT New Hampshire Restaurant Holdings, LLC (incorporated by reference from Exhibit 3.86 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.87	Operating Agreement of RT New Hampshire Restaurant Holdings, LLC (incorporated by reference from Exhibit 3.87 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.88	Certificate of Formation of RT Minneapolis Holdings, LLC (incorporated by reference from Exhibit 3.88 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.89	Operating Agreement of RT Minneapolis Holdings, LLC (incorporated by reference from Exhibit 3.89 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.90	Certificate of Formation of RT Omaha Holdings, LLC (incorporated by reference from Exhibit 3.90 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.91	Operating Agreement of RT Omaha Holdings, LLC (incorporated by reference from Exhibit 3.91 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.92	Articles of Incorporation of RT Denver, Inc. (incorporated by reference from Exhibit 3.92 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.93	Bylaws of RT Denver, Inc. (incorporated by reference from Exhibit 3.93 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.94	Articles of Incorporation of RT Louisville, Inc. (incorporated by reference from Exhibit 3.94 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))

II-69

Exhibit No.	Document
3.95	Bylaws of RT Louisville, Inc. (incorporated by reference from Exhibit 3.95 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.96	Articles of Incorporation of RT Orlando, Inc. (incorporated by reference from Exhibit 3.96 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.97	Bylaws of RT Orlando, Inc. (incorporated by reference from Exhibit 3.97 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.98	Articles of Incorporation of RT South Florida, Inc. (incorporated by reference from Exhibit 3.98 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.99	Bylaws of RT South Florida, Inc. (incorporated by reference from Exhibit 3.99 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.100	Articles of Incorporation of RT Tampa, Inc. (incorporated by reference from Exhibit 3.100 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.101	Bylaws of RT Tampa, Inc. (incorporated by reference from Exhibit 3.101 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.102	Articles of Incorporation of RT West Palm Beach, Inc. (incorporated by reference from Exhibit 3.102 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
3.103	Bylaws of RT West Palm Beach, Inc. (incorporated by reference from Exhibit 3.103 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
4.1	Indenture, dated as of May 14, 2012 among Ruby Tuesday, Inc., the guarantors named therein and the Trustee ((incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Current Report on Form 8-K dated May 14, 2012 (File No. 1-12454)).
5.1	Opinion of Davis Polk & Wardwell LLP with respect to the new Notes *
5.2	Opinion of Hunton & Williams LLP with respect to the Georgia guarantors *
5.3	Opinion of Hunton & Williams LLP with respect to the Texas guarantors *
5.4	Opinion of Bryan Cave LLP with respect to the Colorado guarantors *
5.5	Opinion of Bryan Cave LLP with respect to the Kansas guarantors *
5.6	Opinion of Scarlett May with respect to the Tennessee guarantors *
5.7	Opinion of Saul Ewing LLP with respect to the Pennsylvania guarantor *
5.8	Opinion of Stinson Morrison Hecker LLP with respect to the Arkansas guarantors (incorporated by reference from Exhibit 5.8 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
10.1	Ruby Tuesday, Inc. Executive Supplemental Pension Plan, amended and restated as of January 1, 2007. (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2007 (File No. 1-12454)).
10.2	First Amendment, dated as of April 2, 2008, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.6 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 4, 2008 (File No. 1-12454)).

II-70

Exhibit No.	Document
10.3	Second Amendment, dated as of December 31, 2008, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2008 (File No. 1-12454)).
10.4	Third Amendment, dated as of January 6, 2010, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 1, 2009 (File No. 1-12454)).
10.5	Ruby Tuesday, Inc. Stock Incentive and Deferred Compensation Plan for Directors (Amended and Restated as of October 8, 2008) (incorporated by reference from Exhibit 10.5 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended May 31, 2011 (File No. 1-12454)).
10.6	First Amendment, dated as of July 21, 2011, to the Ruby Tuesday, Inc. Stock Incentive and Deferred Compensation Plan for Directors (Amended and Restated as of October 8, 2008) (incorporated by reference from Exhibit 10.6 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended May 31, 2011 (File No. 1-12454)).
10.7	Second Amendment, dated as of January 5, 2012, to the Ruby Tuesday, Inc. Stock Incentive and Deferred Compensation Plan for Directors (Amended and Restated as of October 8, 2008) (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 29, 2011 (File No. 1-12454)).
10.8	Form of Restricted Stock Award (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 29, 2011 (File No. 1-12454)).
10.9	Ruby Tuesday, Inc. 2003 Stock Incentive Plan (formerly the 1996 Non-Executive Stock Incentive Plan (formerly the Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive Plan)) (incorporated by reference from Exhibit 10(h) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 1993 (File No. 0-1750) and by reference from Exhibit 10.10 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 1, 2004 (File No. 1-12454)).
10.10	First Amendment, dated as of July 6, 2005, to the 2003 Stock Incentive Plan (incorporated by reference from Exhibit 10.14 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 6, 2006 (File No. 1-12454)).
10.11	Second Amendment, dated as of July 11, 2006, to the 2003 Stock Incentive Plan (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).
10.12	Third Amendment, dated as of July 20, 2011, to the 2003 Stock Incentive Plan (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 29, 2011 (File No. 1-12454)).
10.13	Fourth Amendment, dated as of January 5, 2012, to the 2003 Stock Incentive Plan (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 29, 2011 (File No. 1-12454)).
10.14	Non-Qualified Stock Option Award (Beall) (incorporated by reference from Exhibit 10.3 to Form 8-K filed on April 17, 2007 (File No. 1-12454)).
10.15	First Amendment to the Ruby Tuesday, Inc. Non-Qualified Stock Option Award (incorporated by reference from Exhibit 10.4 to Form 8-K filed on April 17, 2007 (File No. 1-12454)).

II-71

Exhibit No.	Document
10.16	Form of Non-Qualified Stock Option Award (incorporated by reference from Exhibit 10.1 to Form 8-K filed on July 27, 2010 (File No. 1-12454)).
10.17	Form of Service Stock Award (incorporated by reference from Exhibit 10.2 to Form 8-K filed on July 27, 2010 (File No. 1-12454)).
10.18	Form of Service-Based Restricted Stock Award (incorporated by reference from Exhibit 10.1 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.19	Form of Performance-Based Restricted Stock Award (incorporated by reference from Exhibit 10.2 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.20	Form of Performance Unit Award (incorporated by reference from Exhibit 10.3 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.21	Form of Letter of Amendment (incorporated by reference from Exhibit 10.4 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.22	Form of Service-Based Restricted Stock Award (incorporated by reference from Exhibit 10.1 to Form 8-K filed on April 10, 2012 (File No. 1-12454)).
10.23	Ruby Tuesday, Inc. 2006 Executive Incentive Compensation Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).
10.24	Morrison Restaurants Inc. Deferred Compensation Plan, as restated effective January 1, 1994, together with amended and restated Trust Agreement, dated as of December 1, 1992, to Deferred Compensation Plan (incorporated by reference from Exhibit 10(i) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 1993 (File No. 0-1750)).
10.25	Morrison Restaurants Inc. Management Retirement Plan together with First Amendment, dated as of June 30, 1994 and Second Amendment, dated as of July 31, 1995 (incorporated by reference from Exhibit 10(n) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 1995 (File No. 1-12454)).
10.26	Form of Third Amendment to Management Retirement Plan (incorporated by reference from Exhibit 10.32 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.27	Form of Fourth Amendment to Management Retirement Plan (incorporated by reference from Exhibit 10.14 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 2003 (File No. 1-12454)).
10.28	Form of Fifth Amendment to Management Retirement Plan (incorporated by reference from Exhibit 10.15 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 2003 (File No. 1-12454)).
10.29	Sixth Amendment, dated as of April 9, 2001, to the Ruby Tuesday, Inc. Management Retirement Plan (incorporated by reference from Exhibit 10.41 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2001 (File No. 1-12454)).
10.30	Seventh Amendment (dated as of October 5, 2004) to the Ruby Tuesday, Inc. Management Retirement Plan (incorporated by reference from Exhibit 99.5 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).
10.31	Morrison Retirement Plan, amended and restated as of October 7, 2009 (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 1, 2009 (File No. 1-12454)).

II-72

Exhibit No.	Document
10.32	Executive Group Life and Executive Accidental Death and Dismemberment Plan (incorporated by reference from Exhibit 10(q) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 1989 (File No. 0-1750)).
10.33	Morrison Restaurants Inc. Executive Life Insurance Plan (incorporated by reference from Exhibit 10(a)(a) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 4, 1994 (File No. 1-12454)).
10.34	Form of First Amendment to the Morrison Restaurants Inc. Executive Life Insurance Plan (incorporated by reference from Exhibit 10.25 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 2003 (File No. 1-12454)).
10.35	Second Amendment (dated as of January 1, 2004) to the Ruby Tuesday Inc. Executive Life Insurance Plan (formerly the Morrison Restaurants Inc. Executive Life Insurance Plan) (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).
10.36	Ruby Tuesday Inc. Executive Life Insurance Premium Plan dated as of January 1, 2004 (incorporated by reference from Exhibit 99.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).
10.37	Ruby Tuesday, Inc. 1996 Stock Incentive Plan, restated as of September 30, 1999 (incorporated by reference from Exhibit 99.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended September 3, 2000 (File No. 1-12454)).
10.38	First Amendment, dated as of July 10, 2000, to the restated Ruby Tuesday, Inc. 1996 Stock Incentive Plan (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended September 3, 2000 (File No. 1-12454)).
10.39	Ruby Tuesday, Inc. Salary Deferral Plan, amended and restated as of October 7, 2009 (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 1, 2009 (File No. 1-12454)).
10.40	First Amendment, dated as of April 6, 2011, to the Ruby Tuesday, Inc. Salary Deferral Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 1, 2011 (File No. 1-12454)).
10.41	Ruby Tuesday, Inc. Deferred Compensation Plan Trust Agreement restated as of June 1, 2001 (incorporated by reference from Exhibit 10.44 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2001 (File No. 1-12454)).
10.42	First Amendment, dated as of June 10, 2002, to the Ruby Tuesday, Inc. Deferred Compensation Plan Trust Agreement (incorporated by reference from Exhibit 10.58 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 4, 2002 (File No. 1-12454)).
10.43	Ruby Tuesday, Inc. Restated Deferred Compensation Plan, dated as of November 26, 2002 (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 3, 2002 (File No. 1-12454)).
10.44	Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.1 to Form 8-K filed on January 18, 2005 (File No. 1-12454)).
10.45	First Amendment, dated as of December 14, 2006, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.6 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).

II-73

Exhibit No.	Document
10.46	Second Amendment, dated as of July 11, 2007, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.40 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2007 (File No. 1-12454)).
10.47	Third Amendment, dated as of December 30, 2008, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2008 (File No. 1-12454)).
10.48	Fourth Amendment, dated as of December 31, 2008, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2008 (File No. 1-12454)).
10.49	Fifth Amendment, dated as April 6, 2011, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 1, 2011 (File No. 1-12454)).
10.50	Description of Cash Bonus Plan (incorporated by reference to Form 8-K filed on July 14, 2006 (File No. 1-12454)).
10.51	Distribution Agreement, dated as of March 2, 1996, by and among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (incorporated by reference from Exhibit 10.23 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.52	Amended and Restated Tax Allocation and Indemnification Agreement, dated as of March 2, 1996, by and among Morrison Restaurants Inc., Custom Management Corporation of Pennsylvania, Custom Management Corporation, John C. Metz & Associates, Inc., Morrison International, Inc., Morrison Custom Management Corporation of Pennsylvania, Morrison Fresh Cooking, Inc., Ruby Tuesday, Inc., a Delaware corporation, Ruby Tuesday (Georgia), Inc., a Georgia corporation, Tias, Inc. and Morrison Health Care, Inc. (incorporated by reference from Exhibit 10.24 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.53	Agreement Respecting Employee Benefit Matters, dated as of March 2, 1996, by and among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (incorporated by reference from Exhibit 10.25 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.54	Trust Agreement (dated as of July 23, 2004) between Ruby Tuesday Inc. and U.S. Trust Company, N.A. (incorporated by reference from Exhibit 99.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).
10.55	Master Distribution Agreement, dated as of December 8, 2006 and effective as of November 15, 2006, by and between Ruby Tuesday, Inc. and PFG Customized Distribution (portions of which have been redacted pursuant to a confidential treatment request filed with the SEC) (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).
10.56	Revolving Credit Agreement, dated as of December 1, 2010, by and among Ruby Tuesday, Inc., the Lenders party hereto, Bank of America, N.A., as Administrative Agent, Issuing Bank, Servicer and Swingline Lender, and Regions Bank, as Syndication Agent (incorporated by reference from Exhibit 10.1 to Form 8-K filed on December 7, 2010 (File No. 1-12454)).
10.57	First Amendment to Revolving Credit Agreement, dated as of July 19, 2011, by and among Ruby Tuesday, Inc., the Lenders party hereto, and Bank of America, N.A., as Administrative Agent, Issuing Bank, Servicer and Swingline Lender (incorporated by reference from Exhibit 10.1 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).

II-74

Exhibit No.	Document
10.58	Second Amendment to Revolving Credit Agreement and Waiver, dated as of May 14, 2012, by and among Ruby Tuesday, Inc., the Lenders party hereto, and Bank of America, N.A., as Administrative Agent for the Lenders (incorporated by reference from Exhibit 10.3 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.59	Lender Commitment Agreement dated as of July 19, 2011 among Ruby Tuesday, Inc., the Guarantors, Bank of America, N.A., as Administrative Agent and Wells Fargo Bank, National Association (incorporated by reference from Exhibit 10.2 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.60	Lender Commitment Agreement dated as of July 19, 2011 among Ruby Tuesday, Inc., the Guarantors, Bank of America, N.A., as Administrative Agent and PNC Bank, National Association (incorporated by reference from Exhibit 10.3 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.61	Lender Commitment Agreement dated as of July 19, 2011 among Ruby Tuesday, Inc., the Guarantors, Bank of America, N.A., as Administrative Agent and Fifth Third Bank (incorporated by reference from Exhibit 10.3 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.62	Lender Commitment Agreement dated as of July 19, 2011 among Ruby Tuesday, Inc., the Guarantors, Bank of America, N.A., as Administrative Agent and US Bank National Association (incorporated by reference from Exhibit 10.3 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.63	Amended and Restated Note Purchase Agreement, dated as of May 21, 2008, by and among Ruby Tuesday, Inc. and the institutional investors thereto (incorporated by reference from Exhibit 10.3 to Form 8-K filed on May 22, 2008 (File No. 1-12454)).
10.64	First Amendment, dated as of December 1, 2010, to the Amended and Restated Note Purchase Agreement, by and among Ruby Tuesday, Inc. and the institutional investors thereto (incorporated by reference from Exhibit 10.2 to Form 8-K filed on December 7, 2010 (file No. 1-12454)).
10.65	Purchase Agreement, dated as of May 7, 2012 (incorporated by reference from Exhibit 10.1 to Form 8-K filed on May 9, 2012 (File No. 1-12454)).
10.66	Indenture, dated as of May 14, 2012, by and among Ruby Tuesday, Inc., the Guarantors party hereto, and Wells Fargo, National Association, as Trustee (incorporated by reference from Exhibit 10.1 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.67	Registration Rights Agreement, dated as of May 14, 2012 (incorporated by reference from Exhibit 10.2 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.68	Pledge Agreement, dated as of May 14, 2012 (incorporated by reference from Exhibit 10.4 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.69	Indenture, dated December 31, 2007, to the Ruby Tuesday, Inc. Cafeteria Plan (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 4, 2008 (File No. 1-12454)).
10.70	Second Amendment, dated as of December 15, 2010, to the Ruby Tuesday, Inc. Cafeteria Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2010 (File No. 1-12454)).
10.71	Indenture, dated December 31, 2007, to the Ruby Tuesday, Inc. Health Savings Account Plan (incorporated by reference from Exhibit 10.5 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 4, 2008 (File No. 1-12454)).
10.72	First Amendment, dated as of December 15, 2010, to the Ruby Tuesday, Inc. Health Savings Account Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2010 (File No. 1-12454)).

II-75

Exhibit No.	Document
10.73	Form of Indemnification Agreement, dated April 7, 2010 (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 2, 2010 (File No. 1-12454)).
10.74	Agreement, dated June 30, 2011, by and among Ruby Tuesday, Inc., and Steven R. Becker, Matthew A. Drapkin, Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BD Partners III, L.P., Becker Drapkin Management, L.P., and BC Advisors, LLC (incorporated by reference from Exhibit 10.1 to Form 8-K filed on July 1, 2011 (File No. 1-12454)).
10.75	Agreement, dated June 30, 2011, by and among Ruby Tuesday, Inc., and Double Black Diamond Offshore Ltd., Black Diamond Offshore Ltd., Carlson Capital, L.P., Asgard Investment Corp., and Clint D. Carlson (incorporated by reference from Exhibit 10.2 to Form 8-K filed on July 1, 2011 (File No. 1-12454)).
10.76	Ruby Tuesday, Inc. Severance Pay Plan, amended and restated as of January 5, 2011 (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2010 (File No. 1-12454)).
10.77	First Amendment, dated as of August 23, 2011, to the Ruby Tuesday, Inc. Severance Pay Plan (incorporated by reference from Exhibit 10.5 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.78	Separation Agreement, dated as of April 30, 2012, by and between Ruby Tuesday, Inc. and Michael O. Moore (incorporated by reference from Exhibit 10.1 to Form 8-K filed on April 26, 2012 (File No. 1-12454)).
10.79	Transition Agreement, dated as of June 6, 2012, by and between Ruby Tuesday, Inc. and Samuel E. Beall, III ( incorporated by reference from Exhibit 10.79 to the Ruby Tuesday Annual Report on Form 10-K filed on August 6, 2012 (File No. 1-12454)).
10.80	Ruby Tuesday, Inc. Executive Compensation Clawback Policy, dated as of July 22, 2010 (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended August 31, 2011 (File No. 1-12454)).
10.81	Ruby Tuesday, Inc. 2010 Executive Incentive Compensation Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended August 31, 2011 (File No. 1-12454)).
10.82	Employment Agreement dated as of November 16, 2012, by and between Ruby Tuesday, Inc. and James J. Buettgen (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).
10.83	Second Amendment, dated as of January 9, 2013, to the Ruby Tuesday, Inc. Severance Pay Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).
10.84	Indenture, dated as of January 9, 2013, to the Ruby Tuesday, Inc. Cafeteria Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).
10.85	Fourth Amendment, dated as of November 30, 2012, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).
10.86	Sixth Amendment, dated as of October 31, 2012, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).

II-76

Exhibit No.	Document
10.87	First Amendment, dated as of November 30, 2012, to the Ruby Tuesday, Inc. Executive Life Insurance Premium Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No. 1-12454)).
12.1	Computation of Ratio of Earnings to Fixed Charges (incorporated by reference from Exhibit 12.1 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506)).
21.1	Subsidiaries of Ruby Tuesday, Inc. ( incorporated by reference from Exhibit 21.1 to the Ruby Tuesday Annual Report on Form 10-K filed on August 6, 2012 (File No. 1-12454)).
23.1	Consent of Davis Polk & Wardwell LLP (contained in their opinion filed as Exhibit 5.1).
23.2	Consent of KPMG LLP *
24.1	Power of Attorney (included on signature page)
25.1	Statement of Eligibility of Wells Fargo Bank, National Association, as Trustee, on Form T-1 (incorporated by reference from Exhibit 25.1 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506)).
99.1	Form of Letter of Transmittal (incorporated by reference from Exhibit 99.1 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
99.2	Form of Letter to Clients (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
99.3	Form of Letter to Nominees (incorporated by reference from Exhibit 99.3 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))
99.4	Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner (incorporated by reference from Exhibit 99.4 to the Ruby Tuesday, Inc. Registration Statement on Form S-4 filed on February 7, 2013 (File No. 333-186506))

II-77

EX-5.1

Exhibit 5.1

New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong

Davis Polk & Wardwell LLP	212 450 4000 tel
450 Lexington Avenue	212 701 5800 fax
New York, NY 10017

March 15, 2013

Ruby Tuesday, Inc.

150 West Church Avenue

Maryville, TN 37801

Ladies and Gentlemen:

We have acted as special counsel to Ruby Tuesday, Inc., a Georgia corporation (the “Company”), and each of the subsidiaries of the Company listed on Schedule I hereto (the “Guarantors”) in connection with the Company’s offer (the “Exchange Offer”) to exchange up to $238,500,000 aggregate principal amount of its 7 ⁵/₈% Senior Notes due 2020 (the “New Securities”) for any and all of its outstanding 7 ⁵/₈% Senior Notes due 2020 (the “Old Securities”) pursuant to a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission on the date hereof. The Old Securities were issued and the New Securities are to be issued under the indenture dated as of May 14, 2012 (the “Indenture”) between the Company, the Guarantors and Wells Fargo Bank, National Association, as Trustee (the “Trustee”). The New Securities will be guaranteed by each of the Guarantors pursuant to the terms of the Indenture (the “New Guarantees”).

We have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company and the Guarantors that we reviewed were and are accurate and (vi) all representations made by the Company and the Guarantors as to matters of fact in the documents that we reviewed were and are accurate.

Upon the basis of the foregoing, we are of the opinion that when the New Securities are duly executed, authenticated and delivered in exchange for the Old Securities in accordance with the terms of the Indenture and the Exchange Offer, the New Securities will be valid and binding obligations of the Company, and each of the New Guarantees thereof by each respective Guarantor will be the valid and binding obligation of each respective Guarantor, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to (x) the enforceability of any

waiver of rights under any usury or stay law, (y) (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (ii) any provision of the Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of any Guarantor’s obligation and (z) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest.

In connection with the opinions expressed above, we have assumed that (i) the Registration Statement shall have been declared effective and such effectiveness shall not have been terminated or rescinded; (ii) the Indenture is a valid, binding and enforceable agreement of each party thereto (other than as expressly covered above in respect of the Company and each of the Guarantors); and (iii) there shall not have occurred any change in law affecting the validity or enforceability of any of the New Securities or the New Guarantees.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America, the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware and the Revised Uniform Limited Partnership Act of the State of Delaware. Insofar as the foregoing opinion involves matters governed by the laws of Georgia, Texas, Kansas, Colorado, Arkansas, Pennsylvania and Tennessee, we have relied, without independent inquiry or investigation, on the opinions of Hunton & Williams LLP (with respect to the laws of Georgia and Texas), Bryan Cave LLP (with respect to the laws of Colorado and Kansas), Stinson Morrison Hecker LLP (with respect to the laws of Arkansas), Saul Ewing LLP (with respect to the laws of Pennsylvania) and Scarlett May (with respect to the laws of Tennessee), respectively, each filed with the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement relating to the Exchange Offer and further consent to the reference to our name under the caption “Validity of Securities” in the prospectus which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

2

Schedule I

	State or Other Jurisdiction of Incorporation or Organization
RTBD, Inc.	Delaware
RT Finance, Inc.	Delaware
Ruby Tuesday GC Cards, Inc.	Colorado
RT Tampa Franchise, LP	Delaware
RT Orlando Franchise, LP	Delaware
RT South Florida Franchise, LP	Delaware
RT New York Franchise, LLC	Delaware
RT Southwest Franchise, LLC	Delaware
RT Michiana Franchise, LLC	Delaware
RT Franchise Acquisition, LLC	Delaware
RT Kentucky Restaurant Holdings, LLC	Delaware
RT Florida Equity, LLC	Delaware
RTGC, LLC	Colorado
RT Detroit Franchise, LLC	Delaware
RT Michigan Franchise, LLC	Delaware
RT West Palm Beach Franchise, LP	Delaware
RT New England Franchise, LLC	Delaware
RT Long Island Franchise, LLC	Delaware
Ruby Tuesday, LLC	Delaware
RT Indianapolis Franchise, LLC	Delaware
RT Denver Franchise, LP	Delaware
RT Omaha Franchise, LLC	Delaware
RT KCMO Franchise, LLC	Delaware
RT Portland Franchise, LLC	Delaware
RT St. Louis Franchise, LLC	Delaware
RT Western Missouri Franchise, LLC	Delaware
RT Minneapolis Franchise, LLC	Delaware
RT Las Vegas Franchise, LLC	Delaware
4721 RT of Pennsylvania, Inc.	Pennsylvania
RTT Texas, Inc.	Texas
RTTT, LLC	Texas
RT Arkansas Club, Inc.	Arkansas
RT Jonesboro Club	Arkansas
Ruby Tuesday of Conway, Inc.	Arkansas
Ruby Tuesday of Russellville, Inc.	Arkansas
Ruby Tuesday of Bryant, Inc.	Arkansas
RT KCMO Kansas, Inc.	Kansas
RT Louisville Franchise, LLC	Delaware
RT McGhee Tyson, LLC	Delaware
RT One Percent Holdings, Inc.	Delaware
RT One Percent Holdings, LLC	Delaware
Quality Outdoor Services, Inc.	Tennessee
RT Airport, Inc.	Delaware
RT O’Toole, LLC	Delaware
RT Smith, LLC	Delaware
RT Millington, LLC	Delaware
Wok Hay 2, LLC	Delaware
RT Distributing, LLC	Tennessee
RT Northern California Franchise, LLC	Delaware
RTTA, LP	Texas

3

	State or Other Jurisdiction of Incorporation or Organization
RT Restaurant Services, LLC	Delaware
RT New Hampshire Restaurant Holdings, LLC	Delaware
RT Minneapolis Holdings, LLC	Delaware
RT Omaha Holdings, LLC	Delaware
RT Denver, Inc.	Georgia
RT Louisville, Inc.	Georgia
RT Orlando, Inc.	Georgia
RT South Florida, Inc.	Georgia
RT Tampa, Inc.	Georgia
RT West Palm Beach, Inc.	Georgia

4

EX-5.2

Exhibit 5.2

HUNTON & WILLIAMS LLP

BANK OF AMERICA PLAZA

SUITE 4100

600 PEACHTREE STREET, N.E.

ATLANTA, GEORGIA 30308-2216

TEL     404 • 888 • 4000

FAX    404 • 888 • 4190

March 15, 2013

Ruby Tuesday, Inc.

150 West Church Avenue

Maryville, Tennessee 37801

Re: Registration Statement on Form S-4 Relating to $238,500,000 Aggregate Principal Amount of 7 ⁵/₈% Senior Notes

Ladies and Gentlemen:

We have acted as special Georgia counsel to Ruby Tuesday, Inc., a Georgia corporation (the “Company”), and each of the entities listed on Schedule A attached hereto, each a Georgia corporation (the “Georgia Guarantors” and together with the Company, the “Opinion Parties”), in connection with the that certain registration statement on Form S-4 (the “Registration Statement”) filed by the Company, and certain subsidiaries of the Company, including the Georgia Guarantors, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of the Company’s 7^5/8% Senior Notes due 2020 (the “Exchange Notes”) and the guarantees as to the payment of principal and interest on the Exchange Notes (the “Exchange Note Guarantees”) by each of the entities listed in the Registration Statement as Guarantors (the “Guarantors”). Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange in the exchange offer (the “Exchange Offer”) up to $238,500,000 aggregate principal amount of Exchange Notes for a like principal amount of its outstanding 7  ⁵/₈% Senior Notes due 2020 (the “Old Notes”), which have not been registered under the Act, and to exchange the Exchange Note Guarantees for the existing guarantees as to the payment of principal and interest on the Old Notes by the Guarantors. The Exchange Notes and the Exchange Note Guarantees will be registered under the Act as set forth in the Registration Statement and will be issued pursuant to the provisions of an Indenture, dated as of May 14, 2012 (as amended and supplemented, the “Indenture”), among the Company, as issuer, the Guarantors (including the Georgia Guarantors) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

ATLANTA  AUSTIN  BANGKOK  BEIJING  BRUSSELS  CHARLOTTE  DALLAS  HOUSTON  LONDON  LOS ANGELES

McLEAN  MIAMI  NEW YORK  NORFOLK  RALEIGH  RICHMOND  SAN FRANCISCO  TOKYO  WASHINGTON

Ruby Tuesday, Inc.

March 15, 2013

Page 2

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. This opinion letter is limited to the matters expressly stated herein, and no opinions are to be inferred or may be implied beyond the opinions expressly so stated.

In connection with the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1. The Indenture, including the form of the Exchange Note Guarantees (collectively, the “Note Indenture”);

2. A specimen form of the Exchange Notes;

3. The articles of incorporation of each of the Opinion Parties, as presently in effect;

4. The Bylaws of the applicable Opinion Party, as presently in effect; and

5. Certain resolutions adopted by the board of directors of the applicable Opinion Parties relating to the Exchange Offer, the Registration Statement and related matters.

The documents referenced in items (1) and (2) above, inclusive, are hereinafter collectively referred to as the “Opinion Documents.” We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Opinion Parties, certificates of public officials, certificates of officers or representative of the Opinion Parties and others, and such other documents, certificates and records as we have deemed necessary or appropriate to form the basis for the opinions set forth herein.

For purposes of the opinions expressed below, we have relied, without investigation or independent verification, on each of the following assumptions: (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of all signatures, (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of the Opinion Documents, respectively, by the Opinion Parties, as the case may be), and (vi) as to factual matters, the truthfulness of the representations and statements included in the Opinion Documents and in the certificates of public officials and officers and representatives of the Opinion Parties.

Ruby Tuesday, Inc.

March 15, 2013

Page 3

Based upon and subject to the foregoing and the qualifications, assumptions and limitations set forth herein, we are of the opinion that:

1. Each of the Opinion Parties is a Georgia corporation that is validly existing and in good standing under the laws of the State of Georgia.

2. Each Opinion Party has the corporate power and authority to enter into and perform its obligations under the Note Indenture.

3. The execution, delivery and performance of the Note Indenture has been duly authorized by all necessary corporate action on the part of each Opinion Party.

4. The Note Indenture has been duly executed and delivered by each Opinion Party.

5. The execution and delivery of the Note Indenture by each of the Opinion Parties, as applicable, does not, and the performance of the Note Indenture by each of the Opinion Parties, as applicable, will not (i) violate the articles of incorporation, or Bylaws, of the respective Opinion Parties, or (ii) violate any applicable Georgia statute, regulation or law.

We express no opinion as to matters governed by the laws of any jurisdiction other than the laws of the State of Georgia.

This opinion letter speaks only as of the date hereof, and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

This opinion letter is furnished to you for your benefit in connection with the filing of the Registration Statement. Notwithstanding the foregoing, the law firm of Davis Polk & Wardwell LLP may rely upon this opinion letter in connection with the opinion letter to be filed by such firm with respect to the Registration Statement.

We hereby consent to the filing of this opinion letter with the Commission in connection with the filing of the Registration Statement referred to above. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission issued thereunder.

Very truly yours,

/s/ Hunton & Williams LLP

SCHEDULE A

GEORGIA GUARANTORS

Name

RT Denver, Inc.

RT Louisville, Inc.

RT Orlando, Inc.

RT South Florida, Inc.

RT Tampa, Inc.

RT West Palm Beach, Inc.

EX-5.3

Exhibit 5.3

HUNTON & WILLIAMS LLP

BANK OF AMERICA PLAZA

SUITE 4100

600 PEACHTREE STREET, N.E.

ATLANTA, GEORGIA 30308-2216

TEL     404 • 888 • 4000

FAX    404 • 888 • 4190

March 15, 2013

Ruby Tuesday, Inc.

150 West Church Avenue

Maryville, Tennessee 37801

Re: Registration Statement on Form S-4 Relating to $238,500,000 Aggregate Principal Amount of 7 ⁵/₈% Senior Notes

Ladies and Gentlemen:

We have acted as special Texas counsel to each of the entities listed on Schedule A attached hereto, each a Texas corporation, limited liability company or limited partnership, as applicable (collectively, the “Texas Guarantors”), in connection with the that certain registration statement on Form S-4 (the “Registration Statement”) filed by Ruby Tuesday, Inc., a Georgia corporation (the “Company”), and certain subsidiaries of the Company, including the Texas Guarantors, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of the Company’s 7^5/8% Senior Notes due 2020 (the “Exchange Notes”) and the guarantees as to the payment of principal and interest on the Exchange Notes (the “Exchange Note Guarantees”) by each of the entities listed in the Registration Statement as Guarantors (the “Guarantors”). Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange in the exchange offer (the “Exchange Offer”) up to $238,500,000 aggregate principal amount of Exchange Notes for a like principal amount of its outstanding 7  ⁵/₈% Senior Notes due 2020 (the “Old Notes”), which have not been registered under the Act, and to exchange the Exchange Note Guarantees for the existing guarantees as to the payment of principal and interest on the Old Notes by the Guarantors. The Exchange Notes and the Exchange Note Guarantees will be registered under the Act as set forth in the Registration Statement and will be issued pursuant to the provisions of an Indenture, dated as of May 14, 2012 (as amended and supplemented, the “Indenture”), among the Company, as issuer, the Guarantors (including the Texas Guarantors) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

ATLANTA  AUSTIN  BANGKOK  BEIJING  BRUSSELS  CHARLOTTE  DALLAS  HOUSTON  LONDON  LOS ANGELES

McLEAN  MIAMI  NEW YORK  NORFOLK  RALEIGH  RICHMOND  SAN FRANCISCO  TOKYO  WASHINGTON

Ruby Tuesday, Inc.

March 15, 2013

Page 2

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. This opinion letter is limited to the matters expressly stated herein, and no opinions are to be inferred or may be implied beyond the opinions expressly so stated.

In connection with the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1. The Indenture, including the form of the Exchange Note Guarantees (collectively, the “Note Indenture”);

2. A specimen form of the Exchange Notes;

3. The certificate of formation of each of Texas Guarantors, as presently in effect;

4. The Bylaws, Company Agreement or Agreement of Limited Partnership, as applicable, of the applicable Texas Guarantor, as presently in effect; and

5. Certain resolutions adopted by the board of directors, shareholders, members or partners, as applicable, of the applicable Texas Guarantor relating to the Exchange Offer, the Registration Statement and related matters.

The documents referenced in items (1) and (2) above, inclusive, are hereinafter collectively referred to as the “Opinion Documents.” We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Texas Guarantors, certificates of public officials, certificates of officers or representative of the Texas Guarantors and others, and such other documents, certificates and records as we have deemed necessary or appropriate to form the basis for the opinions set forth herein.

For purposes of the opinions expressed below, we have relied, without investigation or independent verification, on each of the following assumptions: (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of all signatures, (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of the Opinion Documents, respectively, by the Texas Guarantors, as the case may be), and (vi) as to factual matters, the truthfulness of the representations and statements included in the Opinion Documents and in the certificates of public officials and officers and representatives of the Texas Guarantors.

Ruby Tuesday, Inc.

March 15, 2013

Page 3

Based upon and subject to the foregoing and the qualifications, assumptions and limitations set forth herein, we are of the opinion that:

1. RTT Texas, Inc. is a Texas corporation that is validly existing and in good standing under the laws of the State of Texas.

2. RTTT, LLC is a Texas limited liability company that is validly existing and in good standing under the laws of the State of Texas.

3. RTTA, LP is a Texas limited partnership that is validly existing and in good standing under the laws of the State of Texas.

4. Each Texas Guarantor has the entity power and authority to enter into and perform its obligations under the Note Indenture.

5. The execution, delivery and performance of the Note Indenture has been duly authorized by all necessary entity action on the part of each Texas Guarantor.

6. The Note Indenture has been duly executed and delivered by each Texas Guarantor.

7. The execution and delivery of the Note Indenture by each of the Texas Guarantors, as applicable, does not, and the performance of the Note Indenture by each of the Texas Guarantors, as applicable, will not (i) violate the certificate of formation, or Bylaws, Company Agreement or Agreement of Limited Partnership, of the respective Texas Guarantors, or (ii) violate any applicable Texas statute, regulation or law.

We express no opinion as to matters governed by the laws of any jurisdiction other than the laws of the State of Texas.

This opinion letter speaks only as of the date hereof, and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

Ruby Tuesday, Inc.

March 15, 2013

Page 4

This opinion letter is furnished to you for your benefit in connection with the filing of the Registration Statement. Notwithstanding the foregoing, the law firm of Davis Polk & Wardwell LLP may rely upon this opinion letter in connection with the opinion letter to be filed by such firm with respect to the Registration Statement.

We hereby consent to the filing of this opinion letter with the Commission in connection with the filing of the Registration Statement referred to above. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission issued thereunder.

Very truly yours,

/s/ Hunton & Williams LLP

SCHEDULE A

TEXAS GUARANTORS

Name

RTT Texas, Inc.

RTTT, LLC

RTTA, LP

EX-5.4

March 15, 2013

Ruby Tuesday, Inc.

150 West Church Avenue

Maryville, TN 37801

Re: Ruby Tuesday, Inc. Registration Statement on Form S-4 in connection with up to $238,500,000 7 ⁵/₈% Senior Notes due 2020

Ladies and Gentlemen:

We have acted as special local counsel with respect to the laws of the State of Colorado to RTGC, LLC, a Colorado limited liability company, and Ruby Tuesday GC Cards, Inc., a Colorado corporation (each, a “Colorado Guarantor” and, collectively, the “Colorado Guarantors”), in connection with the filing of a Registration Statement on Form S-4, as amended or supplemented (the “Registration Statement”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), relating to the exchange by Ruby Tuesday, Inc., a Georgia corporation (the “Issuer”), of up to $238,500,000 aggregate principal amount of the Issuer’s 7 ⁵/₈% Senior Notes due 2020 (the “Old Notes”) for a new series of notes bearing substantially identical terms and in like principal amount to the Old Notes (the “New Notes”), which New Notes are to be registered under the Act pursuant to the Registration Statement (the foregoing, the “Transaction”). The New Notes are to be issued pursuant to the Indenture, dated as of May 14, 2012 (the “Indenture”), among the Issuer, the subsidiaries of the Issuer listed on the signature pages thereto, and Wells Fargo Bank, National Association, as trustee. The payment obligations of the Issuer pursuant to the New Notes are to be guaranteed by each of the Colorado Subsidiary Guarantors pursuant to and as set forth in Article 10 of the Indenture (each a “Guarantee” and collectively, the “Guarantees”).

In connection with this opinion, we have examined the following documents:

i. the form of the New Notes;

ii. an executed copy of the Indenture;

iii. the Registration Statement;

iv. photocopies of the articles of incorporation, bylaws, articles of organization or operating agreement, as applicable, of each Colorado Guarantor and applicable resolutions of the managers or directors, as applicable, of each Colorado Guarantor pertaining to the Transaction, certified as being complete, true and correct by the secretary of each Colorado Guarantor;

Exhibit 5.4

Ruby Tuesday, Inc. March 15, 2013 Page 2

v. certificates issued by the Colorado Secretary of State, dated March 15, 2013, relating to the good standing of each Colorado Guarantor in the State of Colorado; and

vi. originals or copies of such other corporate documents and records of the Colorado Guarantors and certificates of officers of the Colorado Guarantors as we have deemed necessary as a basis for the opinions expressed herein.

In such examination, we have assumed the genuineness of all signatures, the legal competency of each individual executing any such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies of originals and the authenticity of the originals of such copies. As to all factual matters material to the opinions expressed herein, we have (with your permission and without any investigation or independent verification) relied upon, and assumed the accuracy and completeness of, such certificates and corporate documents and records and the statements of fact and representations and warranties contained in the Indenture and the other documents and instruments examined by us. In connection with this opinion, we have assumed that the New Notes will be issued and sold in the manner described in the Registration Statement. Our opinions set forth herein are subject to compliance with (i) the pertinent provisions of the Act and, with respect to the Indenture and the Guarantees, the Trust Indenture Act of 1939, as amended and (ii) such securities or “blue sky” laws of any jurisdiction as may be applicable.

Based solely upon the foregoing and subject to the comments, qualifications and other matters set forth herein, we are of the opinion that:

1. Each Colorado Guarantor is validly existing under the laws of the State of Colorado.

2. Each of the Colorado Guarantors has all necessary corporate or limited liability company power and authority, as applicable, to perform its obligations under the Indenture (including the Guarantee therein).

3. The execution and delivery of the Indenture (including the Guarantee therein) have been duly authorized by all requisite corporate or limited liability company action, as applicable, on the part of each Colorado Guarantor.

In rendering this opinion we have made no examination of and express no opinion with respect to (i) the characterization of the Transaction, the New Notes or the Guarantees under tax laws and regulations or the tax liabilities of the parties with respect thereto, (ii) matters of anti-trust laws, (iii) matters relating to the statutes and ordinances, the administrative decisions, and the

Ruby Tuesday, Inc. March 15, 2013 Page 3

rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level), and similar matters of local law, and judicial decisions to the extent that they deal with any of the foregoing, (iv) matters of securities laws, including, without limitation, any blue sky laws, (v) compliance with applicable antifraud statutes, rules or regulations, (vi) matters of anti-money laundering laws, or (vii) insolvency, pension, employee benefit, environmental, intellectual property, banking, insurance, labor, health or safety laws. Without limiting the foregoing, no opinion is expressed herein with respect to (a) the qualification of the New Notes or the Guarantees under the securities or blue sky laws of any federal, state or any foreign jurisdiction, (b) the compliance with any federal law, rule or regulation relating to securities, or to the sale or issuance thereof or (c) the Trust Indenture Act of 1939, as amended.

The opinions expressed herein are limited to the substantive laws of the State of Colorado. The opinions expressed herein with respect to the existence of the Colorado Guarantors in the State of Colorado are based solely upon the certificates of good standing reviewed by us. In rendering the opinions expressed herein, we have assumed that no action that has been taken by the Colorado Guarantors in connection with the matters described or referred to herein will be modified, rescinded or withdrawn after the date hereof.

We consent to your filing this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and to the reference to our firm under the caption “Validity of Securities” in the prospectus contained in the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matter. The opinions expressed herein are rendered as of the date hereof. We do not undertake to advise you of matters that may come to our attention subsequent to such time as the Registration Statement is declared effective and that may affect the opinions expressed herein, including without limitation, future changes in applicable law. This letter is our opinion as to certain legal conclusions as specifically set forth herein and is not and should not be deemed to be a representation or opinion as to any factual matters. The opinions expressed herein may not be quoted in whole or in part or otherwise used or referred to in connection with any other transactions; however, Davis Polk & Wardwell LLP may rely upon this opinion as if it were addressed to such firm in connection with the opinion of such firm to be filed with the SEC with respect to the Transaction.

Very truly yours,

/s/ BRYAN CAVE LLP

EX-5.5

Exhibit 5.5

March 15, 2013   Ruby Tuesday 150 West Church Avenue Maryville, TN 37801   Re:    Ruby Tuesday, Inc. Registration Statement on Form S-4 in connection with up to $238,500,000 7 ⁵/₈% Senior Notes due 2020   Ladies and Gentlemen:   We have acted as special local counsel with respect to the laws of the State of Kansas to RT KCMO, Inc. a Kansas corporation (the “Kansas Guarantor”), in connection with the filing of a Registration Statement on Form S-4, as amended or supplemented (the “Registration Statement”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), relating to the exchange by Ruby Tuesday, Inc., a Georgia corporation (the “Issuer”), of up to $238,500,000 aggregate principal amount of the Issuer’s 7 ⁵/₈% Senior Notes due 2020 (the “Old Notes”), for a new series of notes bearing substantially identical terms and in like principal amount to the Old Notes (the “New Notes”), which New Notes are to be registered under the Act pursuant to the Registration Statement (the foregoing, the “Transaction”). The New Notes are to be issued pursuant to the Indenture, dated as of May 14, 2012 (the “Indenture”), among the Issuer, the subsidiaries of the Issuer listed on the signature pages thereto, and Wells Fargo Bank, National Association, as trustee. The payment obligations of the Issuer pursuant to the New Notes are to be guaranteed by the Kansas Guarantor pursuant to and as set forth in Article 10 of the Indenture (the “Guarantee”).   In connection with this opinion, we have examined the following documents:   i.        the form of the New Notes;   ii.       an executed copy of the Indenture;   iii.      the Registration Statement;   iv.      photocopies of the articles of incorporation and bylaws of the Kansas Guarantor and applicable resolutions of the directors of the Kansas Guarantor pertaining to the Transaction, certified as being complete, true and correct by the secretary of the Kansas Guarantor;

Ruby Tuesday

March 15, 2013

Page 2

v. certificates issued by the Kansas Secretary of State, dated March 15, 2013, relating to the good standing of the Kansas Guarantor in the State of Kansas; and

vi. originals or copies of such other corporate documents and records of the Kansas Guarantor and certificates of officers of the Kansas Guarantor as we have deemed necessary as a basis for the opinions expressed herein.

In such examination, we have assumed the genuineness of all signatures, the legal competency of each individual executing any such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies of originals and the authenticity of the originals of such copies. As to all factual matters material to the opinions expressed herein, we have (with your permission and without any investigation or independent verification) relied upon, and assumed the accuracy and completeness of, such certificates and corporate documents and records and the statements of fact and representations and warranties contained in the Indenture and the other documents and instruments examined by us. In connection with this opinion, we have assumed that the New Notes will be issued and sold in the manner described in the Registration Statement. Our opinions set forth herein are subject to compliance with (i) the pertinent provisions of the Act and, with respect to the Indenture and the Guarantee, the Trust Indenture Act of 1939, as amended and (ii) such securities or “blue sky” laws of any jurisdiction as may be applicable.

Based solely upon the foregoing and subject to the comments, qualifications and other matters set forth herein, we are of the opinion that:

1. The Kansas Guarantor is validly existing under the laws of the State of Kansas.

2. The Kansas Guarantor has all necessary corporate power and authority to perform its obligations under the Indenture (including the Guarantee therein).

3. The execution and delivery of the Indenture (including the Guarantee therein) has been duly authorized by all requisite corporate action on the part of the Kansas Guarantor.

In rendering this opinion we have made no examination of and express no opinion with respect to (i) the characterization of the Transaction, the New Notes or the Guarantee under tax laws and regulations or the tax liabilities of the parties with respect thereto, (ii) matters of anti-trust laws, (iii) matters relating to the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level), and similar matters of local law, and judicial decisions to the extent that they deal with any of the foregoing, (iv) matters of securities laws, including, without limitation, any blue sky laws, (v) compliance with applicable antifraud statutes, rules or regulations, (vi) matters of anti-money laundering laws, or (vii) insolvency, pension, employee benefit, environmental, intellectual property, banking, insurance, labor, health or safety laws. Without limiting the foregoing, no opinion is expressed herein with respect to (a) the qualification of the New Notes or the Guarantee under the securities or blue sky laws of any federal, state or any foreign jurisdiction, (b) the compliance with any federal law, rule or regulation relating to securities, or to the sale or issuance thereof or (c) the Trust Indenture Act of 1939, as amended.

Ruby Tuesday

March 15, 2013

Page 3

The opinions expressed herein are limited to the substantive laws of the State of Kansas. The opinions expressed herein with respect to the existence of the Kansas Guarantor in the State of Kansas are based solely upon the certificates of good standing reviewed by us. In rendering the opinions expressed herein, we have assumed that no action that has been taken by the Kansas Guarantor in connection with the matters described or referred to herein will be modified, rescinded or withdrawn after the date hereof.

We consent to your filing this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and to the reference to our firm under the caption “Validity of Securities” in the prospectus contained in the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matter. The opinions expressed herein are rendered as of the date hereof. We do not undertake to advise you of matters that may come to our attention subsequent to such time as the Registration Statement is declared effective and that may affect the opinions expressed herein, including without limitation, future changes in applicable law. This letter is our opinion as to certain legal conclusions as specifically set forth herein and is not and should not be deemed to be a representation or opinion as to any factual matters. The opinions expressed herein may not be quoted in whole or in part or otherwise used or referred to in connection with any other transactions; however, Davis Polk & Wardwell LLP may rely upon this opinion as if it were addressed to such firm in connection with the opinion of such firm to be filed with the SEC with respect to the Transaction.

Very truly yours,

/s/ BRYAN CAVE LLP

EX-5.6

Exhibit 5.6

March 15, 2013

Ruby Tuesday, Inc.

150 West Church Ave.

Maryville, TN 37801

Re: Quality Outdoor Services, Inc.

Ladies and Gentlemen:

I am Senior Vice President – Chief Legal Officer and Secretary for Ruby Tuesday, Inc., a Georgia corporation (the “Company”), and the Company’s subsidiaries that guarantee the Notes (as defined below), and have acted as counsel in connection with the Company’s offer (the “Exchange Offer”) to exchange up to $238,500,000 aggregate principal amount of its 7 ⁵/₈% Senior Notes due 2020 (the “New Notes”) for any and all of the Company’s outstanding 7 ⁵/₈% Senior Notes due 2020 issued on May 14, 2012 (the “Old Notes” and together with the New Notes the “Notes”) pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission on the date hereof. This opinion is furnished to you in connection therewith. The Old Notes are guaranteed, and the New Notes will be guaranteed, by, among others, each of the Tennessee Guarantors (as defined below) pursuant to the terms of the Indenture (as defined below).

In connection with this opinion, I have examined or caused to be examined originals or copies, certified or otherwise identified to my satisfaction, of the following documents:

(1) The Indenture dated May 14, 2012, among the Company, certain subsidiaries of the Company as guarantors, including the Tennessee Guarantors, and Wells Fargo Bank, National Association as trustee (the “Indenture”);

(2) The Charter of Incorporation of Quality Outdoor Services, Inc., dated November 10, 1993, and issued by the Tennessee Secretary of State on May 1, 2012;

(3) The Bylaws of Quality Outdoor Services, Inc., adopted as of December 23, 1993;

(4) The Unanimous Written Consent of the Board of Directors of Quality Outdoor Services, Inc., dated April 19, 2012;

(5) The confirmation of good standing of Quality Outdoor Services, Inc., from the Tennessee Secretary of State given on March 15, 2013;

(6) The Articles of Organization of RT Distributing, LLC, dated October 16, 2006, and issued by the Tennessee Secretary of State on May 1, 2012;

(7) The Limited Liability Operating Agreement for RT Distributing, LLC, dated October 17, 2006;

150 W Church Avenue - Maryville, Tennessee 37801 - (865) 379-5896 - FAX (865) 379-6826

(8) The Written Consent Action of the Sole Member of RT Distributing, LLC dated April 19, 2012;

(9) The Written Consent Action of the Managers of RT Distributing, LLC dated February 6, 2013; and

(10) The confirmation of good standing of RT Distributing, LLC, from the Tennessee Secretary of State given on March 15, 2013.

In addition, I have examined such other documents as I have deemed appropriate as the basis for the opinions hereinafter set forth.

Based on the foregoing, and subject to the qualifications, limitations and assumptions stated herein, in my opinion:

1. Quality Outdoor Services, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee and has all requisite power and authority to carry on its business as now conducted and to own and lease its property.

2. Quality Outdoor Services, Inc. has the corporate power to execute, deliver and perform the Indenture.

3. The execution and delivery by Quality Outdoor Services, Inc. of the Indenture, and the performance by Quality Outdoor Services, Inc. of the Indenture (a) have been duly authorized by all necessary corporate action on the part of Quality Outdoor Services, Inc. and (b) do not violate (i) the Articles of Incorporation or the Bylaws of Quality Outdoor Services, Inc. or (ii) Generally Applicable Law (as defined below).

4. RT Distributing, LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Tennessee and has all requisite power and authority to carry out its business as now conducted and to own and lease its property.

5. RT Distributing, LLC has the limited liability company power to execute, deliver and perform the Indenture.

6. The execution and delivery by RT Distributing, LLC of the Indenture, and the performance by RT Distributing of the Indenture (a) have been duly authorized by all necessary limited liability company action on the part of RT Distributing, LLC and (b) do not violate (i) the Certificate of Formation of RT Distributing, LLC or the Operating Agreement of RT Distributing, LLC or (ii) Generally Applicable Law (as defined below).

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

(A) In all cases, I have assumed the genuineness of all signatures (other than those of the officers of Quality Outdoor Services, Inc. and RT Distributing, LLC (collectively, the “Tennessee Guarantors”)), the authenticity of all documents submitted to me as originals,

150 W Church Avenue - Maryville, Tennessee 37801 - (865) 379-5896 - FAX (865) 379-6826

the conformity to authentic original documents of documents submitted to me as copies and the conformity to executed documents of those submitted as drafts. As to questions of fact material to this opinion, I have relied with your permission upon the accuracy of certificates and other comparable documents of appropriate officers and representatives of the Tennessee Guarantors, and upon certificates of public officials. I have not undertaken any independent investigation of factual matters.

(B) In addition, in rendering the opinions set forth herein, except to the extent an opinion is specifically given above with respect to the Tennessee Guarantors, I have assumed without investigation, with respect to all of the documents referred to in this letter and the transactions contemplated by the Indenture, that:

i. Each party to such documents and transactions (other than the Tennessee Guarantors) (1) has satisfied those legal requirements that are applicable to the extent necessary to make such documents valid and binding upon, and enforceable against, it and (2) has complied and will comply with all legal requirements pertaining to its status as such status relates to its rights to enter into, perform and enforce the documents;

ii. Except as contemplated under the Indenture, the execution, delivery and performance of the Indenture by each of the parties thereto (other than the Tennessee Guarantors) is enforceable against each such other party in accordance with its terms.

(C) I have assumed the legal capacity of all individuals that executed the Indenture.

(D) The opinions set for herein are given as of the date hereof and are based upon the law (as such law is currently interpreted by regulations or published opinions) and the state of facts which exist as of the date of this opinion. The opinions in this opinion letter are based upon, and I express opinions only with respect to, the laws of the State of Tennessee (“Generally Applicable Law”).

This opinion is intended for the benefit of Ruby Tuesday, Inc. on the date hereof, and only in connection with the Exchange Offer; provided that Davis Polk & Wardwell LLP may rely upon this opinion as if it were addressed to them. This opinion is rendered as of the date hereof, is based upon and relies upon the current status of law and my current knowledge of facts. I assume no responsibility to advise you as to any change of law that occurs, or any fact that comes to my attention, after the date hereof, however nothing in this opinion abrogates any obligation of the Tennessee Guarantors pursuant to the Indenture.

150 W Church Avenue - Maryville, Tennessee 37801 - (865) 379-5896 - FAX (865) 379-6826

Very truly yours,

/s/ Scarlett May

Scarlett May

Ruby Tuesday, Inc.

Senior Vice President – Chief Legal Officer and

Secretary

150 W Church Avenue - Maryville, Tennessee 37801 - (865) 379-5896 - FAX (865) 379-6826

EX-5.7

Exhibit 5.7

March 15, 2013

Ruby Tuesday, Inc.

150 West Church Avenue

Maryville, Tennessee 37801

Re: Indenture dated as of May 14, 2012 (the “Indenture”) by and among Ruby Tuesday, Inc., a Georgia corporation (the “Company”), 4721 RT of Pennsylvania, Inc. (the “Pennsylvania Guarantor”), the other parties to the Indenture as Guarantors (those entities, together with the Pennsylvania Guarantor, the “Guarantors”), and Wells Fargo Bank, National Association, a national banking association (“Trustee”).

Ladies and Gentlemen:

We have acted as special counsel to the Pennsylvania Guarantor in connection with the transactions contemplated by the Indenture, specifically, the Company’s offer to exchange up to $238,500,000 aggregate principal amount of the Company’s 7 ⁵/₈ % Senior Notes due 2020 which have been registered under the Securities Act of 1933 (the “Notes”) pursuant to a registration statement on Form S-4 (the “Registration Statement”) (such transaction, the “Transaction”).

Reviewed Documents

In our capacity as special counsel, we have examined the Indenture. All capitalized words used in this letter that are not otherwise defined herein shall have the meanings ascribed to them in the Indenture.

In addition, we have also examined the following:

(a) The Pennsylvania Guarantor’s Articles of Incorporation;

(b) The Pennsylvania Guarantor’s bylaws;

(c) The Written Consent in Lieu of Meeting of the Sole Shareholder of the Pennsylvania Guarantor dated as of January 24, 2013, approving the Articles of Incorporation and Bylaws and the election of Directors;

(d) The Written Consent Action of the Sole Shareholder of the Pennsylvania Guarantor dated April 19, 2012 (the “Shareholder Authorizing Consent”);

March 15, 2013

Page 2

(e) The Written Consent in Lieu of Meeting of the Board of Directors of the Pennsylvania Guarantor dated January 28, 2013 (the “Authorizing Consent”);

(f) The Written Consent in Lieu of Meeting of the Board of Directors of the Pennsylvania Guarantor dated January 28, 2013, approving the election of Officers;

(g) Subsistence Certificate for the Pennsylvania Guarantor issued by the Commonwealth of Pennsylvania (the “State”) on March 12, 2013;

(h) Incumbency and Signature Certificate of the Sole Shareholder dated as of January 28, 2013 (the “Shareholder Incumbency Certificate”);

(i) Incumbency and Signature Certificate of the Pennsylvania Guarantor dated as of January 28, 2013 (the “Incumbency Certificate”);

(j) such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth in this letter, subject to the assumptions, qualifications, limitations, exceptions and restrictions noted below.

We have not reviewed any documents other than the Indenture and the documents listed in paragraphs (a) through (j) above.

Opinions

Based solely upon the foregoing, and subject to the assumptions, qualifications, limitations, exceptions and restrictions hereinafter set forth, we are of the opinion that:

1. The Pennsylvania Guarantor is a corporation validly existing and presently subsisting under the laws of the Commonwealth of Pennsylvania.

2. The Pennsylvania Guarantor has the requisite corporate power and authority to enter into, execute, deliver and perform its obligations under the Indenture and to incur the obligations provided for therein.

3. The execution, delivery and performance of the Indenture has been duly authorized by all necessary corporate action on the part of the Pennsylvania Guarantor and the Pennsylvania Guarantor has duly executed the Indenture.

4. The execution and delivery by the Pennsylvania Guarantor of the Indenture and the performance by the Pennsylvania Guarantor of its obligations under the Indenture will not result in any violation of (a) the Pennsylvania Guarantor’s articles of incorporation or bylaws, or (b) any Pennsylvania statute or any published rule or regulation issued by any agency of the Commonwealth of Pennsylvania pursuant to any Pennsylvania statute.

5. Courts located in the Commonwealth of Pennsylvania should enforce the provisions of the Indenture stating that the laws of the State of New York will govern the interpretation and enforceability of the Indenture in an action brought in such court with respect to the Indenture.

March 15, 2013

Page 3

Assumptions, Qualifications and Limitations

The opinions set forth in this letter are subject to the following assumptions, qualifications, limitations, exceptions and restrictions:

1. We have made the following assumptions:

(a) Each document submitted to us for review is accurate and complete; each such document submitted to us as an original is authentic; each such document submitted to us as a copy conforms to the original document.

(b) All signatures of the parties on the Indenture are genuine.

(c) Parties who are natural persons, and natural persons acting on a party’s behalf, have the requisite legal capacity.

(d) Each of the parties to the Indenture other than the Pennsylvania Guarantor (the “Other Parties”) has satisfied all legal requirements necessary to make the Indenture enforceable against it. Without limiting the generality of the foregoing, we have assumed that each of the Other Parties: (i) has legal existence; (ii) has taken all corporate or other action necessary to complete the transactions contemplated by the Indenture; (iii) has duly authorized, executed and delivered the Indenture; (iv) has the power to enter into the Indenture; (v) has satisfied the legal requirements that are applicable to it, to the extent necessary to make the Indenture enforceable against it, and has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Indenture against the Pennsylvania Guarantor.

(e) The Trustee will (i) act in good faith in the exercise of any rights or enforcement of any remedies under the Indenture; and (ii) comply with all requirements of applicable procedural and substantive law in exercising any rights or enforcing any remedies under the Indenture.

(f) The conduct of the parties to the Indenture have complied with any requirement of good faith, fair dealing and conscionability.

(g) There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.

2. We express no opinion with respect to the Company or any Guarantor other than the Pennsylvania Guarantor.

3. As to certain matters of fact material to the opinions expressed herein, we have relied upon the following, without independent verification: (a) representations of and information provided by the Pennsylvania Guarantor in the Indenture and the schedules to the Indenture; and (b) certificates of public officials.

4. The opinions expressed in this letter are limited by and subject to the effect of (a) Federal and state bankruptcy, insolvency, reorganization, receivership, rearrangement, liquidation, moratorium, fraudulent transfer and other similar laws affecting the rights and remedies of creditors generally, and (b) general principles of equity, whether applied in a proceeding in equity or at law.

March 15, 2013

Page 4

5. Without limiting the generality of the preceding section, we express no opinion regarding the enforceability of provisions relating to choice of law (except as stated in paragraph 5 of this opinion, subject to the assumptions, qualifications and limitations set forth herein) or choice of venue.

6. We express no opinion with respect to any of the following: (a) title to any real property, personal property or fixtures; or (b) the creation, perfection, or priority of any liens, encumbrances or security interests in real property, personal property or fixtures.

7. We have assumed that the State of New York has a substantial relationship to the Pennsylvania Guarantor and the other parties to the Indenture, and that there is a reasonable basis for the choice of New York laws as the laws governing interpretation and enforceability of the Indenture. The parties have chosen the laws of the State of New York to govern matters of interpretation and enforcement with respect to the Indenture. To the extent that any opinion relates to the enforceability of the choice of New York law, our opinion is rendered in reliance upon N.Y. Gen. Oblig. Law §§ 5-1401, 5-1402 (McKinney 2012) and N.Y. CPLR 327(b) (McKinney 2012) and is subject to the qualifications that such enforceability may be limited by public policy considerations of any jurisdiction, other than the courts of the State of New York, in which enforcement of such provisions, or of a judgment upon an agreement containing such provisions, is sought. We call to your attention that the choice of New York law on the basis of Section 5-1401 of the New York General Obligation Law is only relevant insofar as litigation is brought to enforce the Indenture in the courts of the State of New York and we have assumed that there is a basis for jurisdiction in such courts. We have also assumed, without independent investigation or verification of any kind, that the choice of New York law to govern the Indenture as stated therein is legal and valid under the laws of other applicable jurisdictions and that insofar as any obligation under the Indenture is to be performed in any jurisdiction outside of the United States of America, its performance will not be illegal or ineffective by virtue of the law of that jurisdiction.

8. We have assumed that courts located in the Commonwealth of Pennsylvania would find, in an action brought in such court with respect to the Indenture, that application of the laws of the State of New York to the interpretation and enforceability of the Indenture, is not contrary to a fundamental public policy of the Commonwealth of Pennsylvania.

9. The opinions set forth in this letter:

(a) are limited to the law of the State and the Federal law of the United States of America, each to the extent applicable. We express no opinion as to the laws of any other jurisdiction or the effect thereof;

(b) are limited to those matters that are expressly set forth in this letter, and no opinion may be inferred or implied beyond the matters expressly set forth in this letter;

(c) must be read in conjunction with the assumptions, qualifications, limitations, exceptions and restrictions set forth in this letter;

March 15, 2013

Page 5

(d) are rendered as of the date of this letter, and we assume no obligation to update or supplement this opinion at any time or for any reason, including, without limitation, any changes in applicable law or changes of any facts or circumstances of which we become aware;

(e) are for the Company’s use in connection with the Transaction. Davis Polk & Wardwell LLP may rely upon this opinion as if it were addressed to them and this opinion may be filed as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion letter with the Commission in connection with the filing of the Registration Statement referred to above. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the Rules and Regulations of the Commission issued thereunder.

Very truly yours,

/s/ Saul Ewing LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Ruby Tuesday, Inc.:

We consent to the use of our reports dated August 6, 2012, except as to notes 1 and 16, which are as of February 7, 2013, with respect to the consolidated balance sheets of Ruby Tuesday, Inc. as of June 5, 2012 and May 31, 2011, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended June 5, 2012, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of June 5, 2012, which reports are incorporated by reference in Amendment No. 1 to the registration statement on Form S-4 (File No. 333-186506).

/s/ KPMG LLP

Knoxville, Tennessee

March 15, 2013

CORRESP

New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong