[ORRICK, HERRINGTON & SUTCLIFFE LLP LETTERHEAD]


                                                            EXHIBIT 5.1


                                 March 25, 1998


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 certain stockholders ("Selling Stockholders") of Central Garden
& Pet Company, a Delaware corporation (the "Company") of up to 2,132,182 shares
(the "Shares") of common stock, $0.01 par value (the "Common Stock") pursuant to
a Registration Statement on Form S-3.

          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 currently
issued and outstanding Shares covered by the Registration Statement are legally
issued, fully paid, and nonassessable.

          We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in said Registration Statement, including the Prospectus constituting a
part thereof, as originally filed or as subsequently amended or supplemented.
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