OPINION OF ORRICK, HERRINGTON

EXHIBIT 5.1

[Letterhead of Orrick, Herrington & Sutcliffe LLP]


February 11, 1997


Central Garden & Pet Company
3697 Mt. Diablo Boulevard
Lafayette, CA 94549

Re: Central Garden & Pet Company
Registration Statement on Form S-3
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Ladies and Gentlemen:

At your request, we have examined the Registration Statement on
Form S-3 (the "Registration Statement"), in the form being filed with the
Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of $115,000,000 aggregate principal
amount of 6% Convertible Subordinated Notes due 2003 (the "Notes"), and such
indeterminate number of shares of Common Stock, $.01 par value (the "Common
Stock"), of Central Garden & Pet Company, a Delaware corporation (the
"Company"), as may be required for issuance upon conversion of the Notes (the
"Conversion Shares"). The Notes and the Conversion Shares are to be offered and
sold by certain securityholders of the Company (the "Selling Securityholders").

We have examined instruments, documents, and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the following: (a) the
authenticity of original documents and the genuineness of all signatures; (b)
the conformity to the originals of all documents submitted to us as copies; and
(c) the truth, accuracy, and completeness of the information, representations,
and warranties contained in the records, documents, instruments, and
certificates we have reviewed.

Based on such examination, we are of the opinion that the Notes
have been duly authorized and are binding obligations of the Company entitled to
the benefits of the Indenture dated as of November 15, 1996 between the Company
and Chemical Trust Company of California, as Trustee. We are of the further
opinion that the Conversion Shares have been duly authorized and, when issued by
the Company upon conversion of the Notes in accordance with the Indenture, will
be legally issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to
the above referenced Registration Statement and to the use of our name under the
caption "Legal Matters" in the Registration Statement and in the Prospectus
included therein, and any amendment or supplement thereto. In giving such
consent, we do not consider that we are "experts" within the meaning of such
term as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued thereunder, with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.

Very truly yours,

/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP