



                                                                    Exhibit 5.1


                               December ___, 2002


Denny's Corporation
Denny's Holdings, Inc.
230 East Main Street
Spartanburg, South Carolina 29319


         Re:      Registration Statement on Form S-4 (No. 333-________)



Ladies and Gentlemen:

         We have acted as counsel to Denny's Corporation, a Delaware corporation
("Denny's Corporation"), and Denny's Holdings, Inc., a New York corporation
("Denny's Holdings" and collectively with Denny's Corporation, the "Companies"),
in connection with the filing of the above-referenced Registration Statement
(the "Registration Statement") with the Securities and Exchange Commission (the
"Commission") to register under the Securities Act of 1933, as amended (the
"Securities Act"), $50 million principal amount of the Companies' 12 3/4% Senior
Notes due 2007 (the "Notes") to be issued under an Indenture dated as of April
15, 2002 (the "Indenture") between the Companies and U.S. Bank National
Association, as Trustee (the "Trustee"). Following the effectiveness of the
Registration Statement, the Companies intend to exchange the Companies'
outstanding 12 3/4% Senior Notes due 2007 (the "Old Notes") for the Notes. This
opinion letter is rendered pursuant to Item 21 of Form S-4 and Item 601(b)(5) of
the Commission's Regulation S-K.

         We have examined the Restated Certificate of Incorporation of Denny's
Corporation, the Bylaws of Denny's Corporation, as amended, the Certificate of
Incorporation of Denny's Holdings and the Amended and Restated Bylaws of Denny's
Holdings, records of proceedings of the Board of Directors of the Companies
deemed by us to be relevant to this opinion letter, the proposed form of Note,
the Indenture, the Registration Statement and other agreements and documents
that we deemed necessary for the purposes of expressing the opinion set forth
herein. We also have made such further legal and factual examinations and
investigations as we deemed necessary for purposes of expressing the opinion set
forth herein.

         As to certain factual matters relevant to this opinion letter, we have
relied conclusively upon originals or copies, certified or otherwise identified
to our satisfaction, of such records, agreements, documents and instruments,
including certificates or comparable documents of officers of the Companies and
of public officials, as we have deemed appropriate as a basis for the opinion
hereinafter set forth. Except to the extent expressly set forth herein, we have
made no independent investigations with regard to matters of fact, and,
accordingly, we do not express any opinion as to matters of fact that might have
been disclosed by independent verification.

         Our opinion set forth below is limited to the laws of the State of New
York, General Corporation Law of the State of Delaware, applicable provisions of
the Constitution of the State of Delaware and reported judicial decisions
interpreting such General Corporation Law and Constitution, and we do not
express any opinion herein concerning any other laws.

         This opinion letter is provided to the Companies for their use solely
in connection with the transactions contemplated by the Registration Statement
and may not be used, circulated, quoted or otherwise relied upon by any other
person or for any other purpose without our express written consent, except that
the Companies may file a copy of this opinion letter with the Commission as an
exhibit to the Registration Statement. The only opinion rendered by us consists
of those matters set forth in the sixth paragraph hereof, and no opinion may be
implied or inferred beyond the opinion expressly stated.

         Based on the foregoing, it is our opinion that, assuming due
authorization of the Indenture by the Trustee, due execution and delivery
thereof by the Trustee, and due qualification thereof under the Trust Indenture
Act of 1939, as amended, the Indenture is a valid and binding agreement of the
Companies enforceable against the Companies in accordance with its terms except
to the extent that (a) enforceability may be limited by applicable bankruptcy,
insolvency, liquidation, reorganization, moratorium and other laws relating to
or affecting the rights and remedies of creditors generally, and (b) the remedy
of specific performance and other forms of equitable relief may be subject to
certain defenses and to the discretion of the court before which a proceeding
may be brought; and upon due execution of the Notes by the Companies, due
authentication thereof by the Trustee in accordance with the Indenture and
issuance and delivery thereof against delivery of the Old Notes, the Notes will
be validly issued and will constitute legally binding obligations of the
Companies entitled to the benefits of the Indenture and enforceable against the
Companies in accordance with their terms, except to the extent that (a)
enforceability may be limited by applicable bankruptcy, insolvency, liquidation,
reorganization, moratorium and other laws relating to or affecting the rights
and remedies of creditors generally, and (b) the remedy of specific performance
and other forms of equitable relief may be subject to certain defenses and to
the discretion of the court before which proceedings may be brought (regardless
of whether enforceability is considered in a proceeding in equity or at law).

         We consent to the filing of this opinion letter as an exhibit to the
Registration Statement, to the incorporation by reference of this opinion letter
into any Rule 462(b) Registration Statement that the Companies subsequently may
file with the Commission, and to the use of our name under the heading "Legal
Matters" in the Prospectus constituting a part thereof. In giving such consent,
we do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations
of the Commission thereunder.




