EXHIBIT 5.1

August 12, 2004

Monro Muffler Brake, Inc.
200 Holleder Parkway
Rochester, New York 14615

Ladies and Gentlemen:

     We have acted as special counsel to Monro Muffler Brake, Inc., a New York
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the offer
and sale of an aggregate of 100,000 shares of the Company's common stock, par
value $.01 per share (the "Shares"), to be issued to the Selling Shareholder (as
described in the Registration Statement) pursuant to the terms of a Warrant
Agreement, dated March 1, 2004 (the "Warrant"), entered into between the Company
and the Selling Shareholder.

     In our capacity as counsel to the Company in connection with the
preparation and filing by the Company of the Registration Statement, we have
examined originals, telecopies or copies, certified or otherwise identified to
our satisfaction, of such records of the Company and all such agreements,
certificates of public officials, certificates of officers or representatives of
the Company and others, and such other documents, certificates and corporate or
other records as we have deemed necessary or appropriate as a basis for the
opinion set forth below.

     In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons signing or delivering any instrument, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies. As to any facts
material to the opinion set forth below, we have relied, to the extent we deemed
appropriate, upon statements and representations of officers and other
representatives of the Company and others.

     We are attorneys admitted to practice in the State of New York and the
opinion set forth below is limited to the laws of the State of New York.

     Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that the Shares have been duly
authorized by the Company and, when the Registration Statement becomes effective
under the Securities Act, and the Shares are issued in accordance with the terms
of the Warrant and certificates representing the Shares have been duly executed,
countersigned by the Company's transfer agent/registrar and delivered on behalf
of the Company against payment of the full consideration for the Shares in
accordance with the terms of the Warrant, the Shares will be validly issued,
fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the prospectus that forms a part thereof. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.

Very truly yours,

     /s/ SCHULTE ROTH & ZABEL LLP
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       Schulte Roth & Zabel LLP