OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP

[LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE LLP]

EXHIBIT 5.1

December 8, 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 are rendering this opinion in connection with a
proposed sale by Central Garden & Pet Company, a Delaware corporation (the
"Company") of up to 8,050,000 shares of common stock, $.01 par value (the
"Common Stock").

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 8,050,000
shares of Common Stock to be issued and sold by the Company (of which up to
1,050,000 shares are to be issued to cover over-allotments, if any) are
validly authorized shares of Common Stock, and, when issued against payment of
the purchase price therefor, 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 wherever it
appears 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,


ORRICK, HERRINGTON & SUTCLIFFE LLP