Cleary Gottlieb Steen & Hamilton LLP, New York, New York, will pass upon the validity of the securities offered in this offering. Davis Polk &
Wardwell, Menlo Park, California, is acting as counsel to the underwriters.
The consolidated financial statements of Chipotle Mexican Grill, Inc. at December 31, 2003 and 2004, and for each of the three years in the period
ended December 31, 2004, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in
their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We filed with the SEC a registration statement on Form S-1 for the common stock being sold in this offering. This prospectus, which constitutes
a part of that registration statement, does not contain all the information shown in the registration statement and the exhibits and schedules to the registration statement. For further information
with respect to us and our common stock, you should refer to the registration statement and the exhibits and schedules filed as part of that document. You may read and copy the registration statement
and other documents and reports we file with the SEC without charge at the SEC's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained after
payment of fees prescribed by the SEC from the SEC's Public Reference Room at the SEC's principal office, 100 F Street, NE, Washington, DC 20549. You may obtain information about the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330.
SEC maintains a website that contains registration statements, reports, proxy and information statements and other information about registrants, including us. The SEC's web address
completion of this offering, we'll be subject to the information and periodic reporting requirements of the Exchange Act and will file periodic reports, proxy statements and other
information with the SEC. Those periodic reports, proxy statements and other information will be available for inspection and copying at the public reference room and website of the SEC referred to
above. We also intend to furnish our shareholders with annual reports containing our financial statements audited by an independent registered public accounting firm and quarterly reports containing
our unaudited financial information. We maintain a website at www.chipotle.com. The information on or available through our website is not, and should not be considered, a part of this prospectus. You
may access our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with,
or furnished to, the SEC.