




[PAUL, WEISS, RIFKIND, WHARTON & GARRISON LETTERHEAD]





                                            May 17, 1999



Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries (as defined herein)
c/o Triarc Companies, Inc.
280 Park Avenue
New York, New York 10017

                       Registration Statement on Form S-4

Ladies and Gentlemen:

     We have acted as special United States federal tax counsel for Triarc
Consumer Products Group, LLC, a Delaware limited liability company (the
"Company"), Triarc Beverage Holdings Corp., a Delaware corporation (the
"Co-Issuer" and, together with the Company, the "Issuers"), and certain other
subsidiaries of the Company (the "Guarantor Subsidiaries" and, together with the
Issuers, the "Co-Registrants") in connection with the offer to exchange
$300,000,000 aggregate principal amount of the Issuers' 10 1/4% Senior
Subordinated Notes due 2009 (the "Exchange Notes"), which have been registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), for a like aggregate principal amount of the Issuers' outstanding 10 1/4%
Senior Subordinated Notes due 2009 (the "Exchange Offer").



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Triarc Consumer Products Group, LLC                                          2
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries


     We are giving this opinion in connection with the Registration Statement on
Form S-4, as amended (the "Registration Statement"), relating to the
registration by the Issuers of the Exchange Notes to be offered in the Exchange
Offer and the registration of the guaranties of the Exchange Notes by the
Guarantor Subsidiaries (the "Subsidiary Guaranties"), filed by the
Co-Registrants with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act and the rules and regulations of the Commission
promulgated thereunder. Capitalized terms used in this opinion but not otherwise
defined shall have the respective meanings ascribed to them in the Registration
Statement.

     In rendering our opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such agreements and other
documents as we have deemed relevant and necessary and we have made such
investigations of law as we have deemed appropriate as a basis for the opinion
expressed below. In our examination, we have assumed the authenticity of
original documents, the accuracy of copies and the genuineness of signatures. We
understand and assume that (i) each such agreement represents the valid and
binding obligation of the respective parties thereto, enforceable in accordance
with its respective terms and the entire agreement between the parties with
respect to the subject matter thereof, (ii) the parties to each agreement have
complied, and will comply, with all of their respective covenants, agreements
and undertakings contained therein and (iii) the transactions provided for by
each agreement were and will be carried out in accordance with their terms.

     Our opinion is based upon existing United States federal income and estate
tax laws, regulations, administrative pronouncements and judicial decisions. All
such authorities are subject to change, either prospectively or retroactively,
and any such change could affect our opinion.

     The opinion set forth herein has no binding effect on the United States
Internal Revenue Service or the courts of the United States. No assurance can be
given that, if the matter were contested, a court would agree with the opinion
set forth herein.

     We hereby confirm the opinion set forth under the caption "Certain Federal
Income Tax Considerations" in the Registration Statement. While that description
discusses the material anticipated United States federal income tax consequences
applicable to certain holders, it does not purport to discuss all United 



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Triarc Consumer Products Group, LLC                                          3
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries


States federal income tax considerations and our opinion is limited to those
United States federal income tax considerations specifically discussed therein.

     In giving the foregoing opinion, we express no opinion other than as to the
federal income tax laws of the United States of America.

     We are furnishing this letter in our capacity as special United States tax
counsel to the Co-Registrants. This letter is not to be used, circulated, quoted
or otherwise referred to for any other purpose, except as set forth below.

     We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and we further consent to the use of our name under the
caption "Federal Income Tax Considerations" in the Registration Statement. In
giving this consent, we do not admit that we come within the category of persons
whose consent is required by the Securities Act or by the rules and regulations
promulgated under it.


                       Very truly yours,

                  /s/  PAUL, WEISS, RIFKIND, WHARTON & GARRISON

                  PAUL, WEISS, RIFKIND, WHARTON & GARRISON


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