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                                                                     EXHIBIT 5.1

                                   Exhibit 5.1
                        Opinion of Haynes and Boone, LLP

                              HAYNES AND BOONE, LLP
                        1000 Louisiana Street, Suite 4300
                              Houston, Texas 77002
                                 (713) 547-2000

                                 March 31, 2003

Landry's Restaurants, Inc.
1510 West Loop South
Houston, Texas 77027

Gentlemen:

     We have acted as counsel to Landry's Restaurants, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") which relates
to 3,233,500 shares of the Company's Common Stock, par value $0.01 per share
(the "Common Stock") subject to issuance on the exercise of options granted, or
to be granted, under the Landry's Restaurants, Inc. 2002 Employee/Rainforest
Conversion Plan, the Landry's Restaurants, Inc. 2002 Employee Agreement No. 1,
the Landry's Restaurants, Inc. 2002 Employee Agreement No. 2, the Landry's
Restaurants, Inc. 2002 Employee Agreement No. 3, the Landry's Restaurants, Inc.
2002 Employee Agreement No. 4 (collectively the "Landry's 2002 Individual Stock
Plans") the Landry's Restaurants, Inc. 2001 Employee Agreement No. 1, the
Landry's Restaurants, Inc. 2001 Employee Agreement No. 2, the Landry's
Restaurants, Inc. 2001 Employee Agreement No. 3, the Landry's Restaurants, Inc.
2001 Employee Agreement No. 4, certain other stock option plans to certain
individual employees (collectively, the "Landry's 2001 Individual Stock Option
Agreements"), certain stock option grants to the Company's non-employee
directors pursuant to individual grant agreements under the Company's 2002 Stock
Option Plan (the "Non-Employee Director Plans") or otherwise pursuant to stock
options granted to employees of the Company (collectively, the "Plans").

     In connection therewith, we have examined (i) the Certificate of
Incorporation and the Bylaws of the Company, each as amended; (ii) the Plans;
and (iii) such other documents, corporate records, certificates and other
instruments as we have deemed necessary for the expression of the opinions
contained herein.

     In making the foregoing examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. Furthermore, we have assumed that prices paid
for shares of Common Stock will equal or exceed the par value per share of the
Common Stock. As to questions of fact material to this opinion, where such facts
have not been independently established, and as to the content and form of the
Certificate of Incorporation (as amended), Bylaws (as amended), Plans, minutes,
records, resolutions and other documents or writings of the Company, we have
relied, to the extent we deem reasonably appropriate, upon representations or
certificates of officers or directors of the Company and upon documents, records
and instruments furnished to us by the Company, without independent check or
verification of their accuracy.

     Based upon the foregoing, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the 3,233,500
shares of Common Stock covered by the Registration Statement, which may be
issued from time to time pursuant to the purchase of shares of Common Stock in
accordance with the terms of the Plans, have been duly authorized for issuance
by the Company, and, when so issued in accordance with the respective terms and
conditions of the Plans, will be validly issued, fully paid and nonassessable.

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     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.

                                         Very truly yours,

                                         /s/ HAYNES AND BOONE, LLP

                                         Haynes and Boone, LLP