Exhibit 5.1

     Opinion of Stradling Yocca Carlson & Rauth, A Professional Corporation


                         STRADLING YOCCA CARLSON & RAUTH
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW
                      660 NEWPORT CENTER DRIVE, SUITE 1600
                      NEWPORT BEACH, CALIFORNIA 92660-6441
                            TELEPHONE (949) 725-4000
                            FACSIMILE (949) 725-4100


                              SAN FRANCISCO OFFICE
                        44 MONTGOMERY STREET, SUITE 2950
                         SAN FRANCISCO, CALIFORNIA 94104
                            TELEPHONE (415) 765-9180
                            FACSIMILE (415) 765-9187


                                January 17, 2002


CKE Restaurants, Inc.
401 W. Carl Karcher Way
Anaheim, California 92801


        RE:    Registration Statement on Form S-8


Ladies and Gentlemen:

        At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by CKE Restaurants, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of an aggregate of 800,000 shares of the Company's common stock,
$.01 par value ("Common Stock"), issuable under the Company's 2001 Stock
Incentive Plan, as amended (the "Plan"). We have examined the proceedings
heretofore taken and are familiar with the additional proceedings proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the securities referred to above. Based on the foregoing, it is our opinion that
the 800,000 shares of Common Stock, when issued under the Plans and against full
payment therefor in accordance with the terms and conditions of the Plan, will
be legally and validly issued, fully paid and nonassessable. We consent to the
use of this opinion as an exhibit to the Registration Statement.



                                        Very truly yours,

                                        /s/ STRADLING YOCCA CARLSON & RAUTH