Dave & Busters Inc – ‘S-3’ on 9/3/03 – EX-8.1

On:  Wednesday, 9/3/03, at 4:40pm ET   ·   Accession #:  950134-3-12426   ·   File #:  333-108468

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         44    240K 
                          Pursuant to a Transaction                              
 2: EX-5.1      Opinion/Consent of Hallett & Perrin, P. C.             2     14K 
 3: EX-8.1      Opinion of Hallett & Perrin, P.C. Re: Tax Matters      1      7K 
 4: EX-12       Computation of Ratio of Earnings to Fixed Charges      2±    10K 
 5: EX-23.1     Consent of Ernst & Young LLP                           1      6K 
 6: EX-25       Statement of Eligibility of Trustee on Form T-1        6     21K 

EX-8.1   —   Opinion of Hallett & Perrin, P.C. Re: Tax Matters

EX-8.1
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                                                                     EXHIBIT 8.1

 [Hallett & Perrin Letterhead]

 September 3, 2003

Dave & Buster's, Inc.                                                           
2481 Manana Drive                                                               
Dallas, Texas  75220                                                            

       Re:      Federal Income Tax Considerations Relating to 5% Convertible
               Subordinated Notes Due 2008 and Warrants to Purchase Common
Stock                                       

Ladies and Gentlemen:                                                           

We have acted as counsel to Dave & Buster's, Inc., a Missouri 
corporation (the "Company"), in connection with (i) the issuance and sale by the
Company of $30,000,000 aggregate principal amount of 5% Convertible Subordinated
Notes Due 2008 (the "Notes") and Warrants (the "Warrants") to purchase shares of
Common Stock of the Company in transactions exempt from the registration        
requirements of the Securities Act of 1933, as amended, and (ii) the filing of  
the Company's Registration Statement on Form S-3, to which this opinion is an   
Exhibit, and the Prospectus forming a part thereof (the "Prospectus") with      
respect to the resale of the Notes and Warrants by the holders thereof, and the 
Common Stock of the Company issued upon conversion of the Notes and/or exercise 
of the Warrants by such holders.                                                

         We hereby confirm our opinion set forth under the caption "Certain U.S.
Federal Income Tax Considerations" in the Prospectus.                           

                         Very truly yours,

                                  /s/ Hallett & Perrin, P.C.

Dates Referenced Herein

This ‘S-3’ Filing		Date		Other Filings
Filed on:		9/3/03		None on these Dates
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