Exhibit 5.1

                           AXELROD, SMITH & KIRSHBAUM
                  An Association of Professional Corporations
                                ATTORNEYS AT LAW
                         5300 Memorial Drive, Suite 700
                            Houston, Texas 77007-8292
                            Telephone (713) 861-1996
Robert D. Axelrod, P.C.                                 Facsimile (713) 552-0202

                            [FORM OF LEGAL OPINION]
                                August ___, 2005

Rick's Cabaret International, Inc.
10959 Cutten Road
Houston, Texas 77066


     RE:  RICK'S CABARET INTERNATIONAL, INC.
          FORM SB-2 REGISTRATION STATEMENT
          --------------------------------

Gentlemen:

     As counsel for Rick's Cabaret International, Inc., a Texas corporation (the
"Company"),  you  have  requested  our firm to render this opinion in connection
with  the  registration  statement  of  the  Company on Form SB-2 ("Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), filed with
the  Securities  and  Exchange Commission ( as referenced above) relating to the
resale  of  an aggregate of 1,160,000 shares of common stock, par value $.01 per
share  (the  "Common Stock") by certain security holders of the Company.  Of the
total  number  of  shares  (i)  530,000  shares  of  Common  Stock are currently
outstanding  shares  of the Company's Common Stock owned by certain stockholders
of  the  Company  and  (ii)  630,000 shares of Common Stock to be registered are
underlying  convertible  securities  and  warrants  currently  held  by  certain
security  holders  of  the  Company.

We  have examined the originals, photocopies, certified copies or other evidence
of  such  records  of  the  Company, certificates of officers of the Company and
public  officials,  and other documents as we have deemed relevant and necessary
as  a basis for the opinion hereinafter expressed.  In such examination, we have
assumed  the  genuineness  of  all signatures, the authenticity of all documents
submitted  to  us as certified copies or photocopies and the authenticity of the
originals  of  such  latter  documents.

Based on our examination mentioned above, we are of the opinion that:

     1.   The  shares  of  Common  Stock  to  be  resold  which  are  currently
          outstanding  are  duly  authorized,  validly  issued,  fully  paid and
          non-assessable;  and
     2.   The  shares  of  Common Stock to be issued pursuant to the outstanding
          convertible  securities  and warrants are validly authorized and, when
          issued  in  accordance with their terms, will be validly issued, fully
          paid  and  non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as  Exhibit  5.1 to the
Registration  Statement  and  to  the  reference  made  to  this  firm  in  the
Registration  Statement  under  the  heading  "Interest  of  Names  Experts  and
Counsel."

                              Very truly yours,