EXHIBIT 5

                     [LETTERHEAD OF GREENBERG TRAURIG, LLP]


                                  May 30, 2003


Main Street and Main Incorporated
5050 North 40th Street, Suite 200
Phoenix, Arizona 85018

     RE:  REGISTRATION STATEMENT ON FORM S-8
          MAIN STREET AND MAIN INCORPORATED

Ladies and Gentlemen:

     As  legal  counsel  to  Main  Street  and  Main  Incorporated,  a  Delaware
corporation  (the  "Company"),  we  have  assisted  in  the  preparation  of the
Company's Registration  Statement on Form S-8 (the "Registration  Statement") to
be filed with the Securities and Exchange Commission on or about May 30, 2003 in
connection with the  registration  under the Securities Act of 1933, as amended,
of 1,000,000  shares of the Company's  common stock,  par value $0.001 per share
(the  "Shares"),  issuable  pursuant to the Company's 2002 Incentive  Stock Plan
(the  "Plan").  The  facts,  as  we  understand  them,  are  set  forth  in  the
Registration Statement.

     With respect to the opinion set forth below,  we have  examined  originals,
certified  copies,  or copies otherwise  identified to our satisfaction as being
true copies, only of the following:

     A.   The Restated  Certificate of  Incorporation  of the Company,  as filed
with the  Secretary  of State of the State of Delaware,  as amended  through the
date hereof;

     B.   The Bylaws of the Company, as amended through the date hereof;

     C.   Various   resolutions  of  the  Board  of  Directors  of  the  Company
authorizing the issuance of the Shares;

     D.   The Registration Statement; and

     E.   The Plan.

     Subject to the assumptions  that (i) the documents and signatures  examined
by us are genuine and  authentic,  and (ii) the persons  executing the documents
examined by us have the legal  capacity  to execute  such  documents,  and based
solely upon our review of items A through E above,  it is our  opinion  that the
Shares will be duly  authorized,  validly issued,  fully paid and  nonassessable
when issued and sold in accordance with the terms of the Plan.

     We  hereby  expressly   consent  to  any  reference  to  our  firm  in  the
Registration  Statement,  inclusion  of  this  opinion  as  an  exhibit  to  the
Registration  Statement,  and to the  filing  of this  opinion  with  any  other
appropriate governmental agency.

                                        Very truly yours,


                                        /s/ Greenberg Traurig, LLP