Exhibit 5



                                 June 8, 2007


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"),  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 (the "Plan").

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 500,000  shares of Common
Stock to be issued under the Plan,  when issued and sold in accordance  with the
Plan, 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