May 16, 2005





Applebee's International, Inc.
4551 West 107th St.
Overland Park, KS  66207


Ladies and Gentlemen:

I refer to the  Registration  Statement of Applebee's  International,  Inc. (the
"Company") on Form S-8 to be filed with the Securities  and Exchange  Commission
for the purpose of registering under the Securities Act of 1933, as amended (the
"Act"),  4,500,000  shares of the Company's  Common  Stock,  $.01 par value (the
"Common  Stock"),  to  be  issued  pursuant  to  the  terms  of  the  Applebee's
International,   Inc.   Employee   Stock   Purchase  Plan  and  the   Applebee's
International,  Inc.  Amended and Restated 1995 Equity Incentive Plan (together,
the "Plans").

I am  familiar  with the  proceedings  to date  with  respect  to such  proposed
issuance and have examined  such  records,  documents and matters of the law and
satisfied  myself as to such matters of fact as I have  considered  relevant for
the purposes of this opinion.

Based upon the foregoing,  it is my opinion that the 4,500,000  shares of Common
Stock to be issued under the Plans,  when issued and sold in accordance with the
Plans, will be legally issued,  fully paid and  non-assessable.  This opinion is
limited to the Delaware General Corporation Law.

I hereby consent to the filing of this opinion as Exhibit 5 to the  Registration
Statement and to the reference to me in the Registration  Statement.  My consent
shall not be deemed an admission  that I am an expert whose  consent is required
under Section 7 of the Act.

Very truly yours,

/s/ Rebecca R. Tilden

Rebecca R. Tilden
Vice President and General Counsel