Exhibit 5.1

		ORRICK, HERRINGTON & SUTCLIFFE LLP THE ORRICK BUILDING 405 HOWARD STREET SAN FRANCISCO, CALIFORNIA   94105-2669   tel   415-773-5700 fax   415-773-5759   WWW.ORRICK.COM

August 19, 2011

Central Garden & Pet Company

1340 Treat Blvd., Suite 600

Walnut Creek, California 94597

Registration Statement on Form S-8

Ladies and Gentlemen:

At your request, we are rendering this opinion in connection with the proposed issuance of up to 7,600,000 shares of Class A Common Stock (“Class A Common Stock”) of Central Garden & Pet Company, a Delaware corporation (the “Company”), including up to 5,000,000 shares of Class A Common Stock pursuant to the 2003 Omnibus Equity Incentive Plan, up to 600,000 shares of Class A Common Stock pursuant to the Nonemployee Director Equity Incentive Plan and up to 2,000,000 shares of Class A Common Stock pursuant to the Investment Growth Plan (collectively, the “Plans”).

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 shares of Class A Common Stock to be issued by the Company pursuant to the Plans are duly authorized, and when issued and sold as described in the Plans and Registration Statement, will be legally issued, fully paid, and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the above referenced Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. 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, 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