EXHIBIT 5.1

                     [LETTERHEAD OF O'MELVENY & MYERS LLP]

July 12, 2002

Red Robin Gourmet Burgers, Inc.
5575 DTC Parkway, Suite 110
Greenwood Village, Colorado 80111

          Re:  Registration of Securities of Red Robin Gourmet Burgers, Inc.

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement (the
"Registration Statement") on Form S-1 (File No. 333-87044) of Red Robin Gourmet
Burgers, Inc., a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933 of (a) 4,000,000 shares (the
"Company Shares") of Common Stock, $0.001 par value per share, of the Company
("Common Stock"), and (b) an aggregate of 1,793,700 shares (the "Selling
Stockholder Shares") of Common Stock owned of record by four of the Company's
existing stockholders.

     We are of the opinion that:

          (i)  The Company Shares have been duly authorized by all necessary
     corporate action on the part of the Company and, upon payment for and
     delivery of the Company Shares as contemplated by the Registration
     Statement and the countersigning of the certificate or certificates
     representing the Company Shares by a duly authorized signatory of the
     registrar for the Common Stock or the book-entry of the Company Shares by
     the transfer agent for the Company's Common Stock in the name of The
     Depository Trust Company or its nominee, the Company Shares will be validly
     issued, fully paid and non-assessable.

          (ii) The Selling Stockholder Shares have been duly authorized by all
     necessary corporation action on the part of the Company and are validly
     issued, fully paid and non-assessable.

     We hereby consent to the use 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 constituting part of the Registration
Statement.

                                            Respectfully submitted,

                                            /s/ O'Melveny & Myers LLP