Exhibit 5
					  Opinion of Counsel


August 16, 2002

Family Steak Houses of Florida, Inc.
113 Florida Boulevard
Neptune Beach, Florida   32266

Re:  Registration Statement on Form S-8 Under the Securities Act of 1933

Ladies and Gentlemen:

	We refer to the Registration Statement on Form S-8 ("the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), filed by Family Steak Houses of Florida, Inc., a Florida corporation
(the "Company") with the Securities and Exchange Commission (the "Commission")
on August 16, 2002.  The Registration Statement covers an aggregate of
200,000 shares (the "Shares") of common stock, par value $.01 per share
("Common Stock"), together with such indeterminate number of additional
shares of Common Stock as may be issuable as a result  of stock splits,
stock dividends or similar transactions, authorized for issuance pursuant to
the exercise of rights under the Family Steak Houses of Florida, Inc., 2002
Long Term Incentive Plan.

	As counsel, we have examined the originals or copies of such records of
the Company, certificates of officers of the Company, and such other documents
as we have deemed relevant and necessary as the basis for the opinion set forth
below.  In such examination we have assumed, without investigation, the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as copies and the legal competence of each individual
executing a document.  We have also assumed that the registration requirements
of the Securities Act and all applicable requirements of state law regulating
the Shares will have been duly satisfied.  Based upon the foregoing, we are of
the opinion that the Shares, when sold and delivered by the Company as
contemplated by and in accordance with the Plan, will be legally issued, fully
paid and non-assessable.

	This opinion is limited solely to the Florida Business Corporation Act as
applied by applicable federal and state courts.

	We hereby consent to the use of our name in the Registration Statement as
counsel who will pass upon the legality of  the Shares for the Company and as
having prepared this opinion, and to the use of this opinion as an exhibit to
the Registration Statement.  We further consent to the use of our name as
counsel for the Company.  In giving this consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section
7 of the Securities Act, or the rules or regulations of the Commission
promulgated thereunder.

						    	Very truly yours



							/s/ McGuireWoods LLP