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              [Paul, Weiss, Rifkind, Wharton & Garrison Letterhead]





                                             May 17, 1999


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

                       Registration Statement on Form S-4

Ladies and Gentlemen:

          In connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by 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") with the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "Act"), and the rules and regulations under the Act, we have
been requested to render our opinion as to the legality of the securities being
registered under the




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



Registration Statement. The Registration Statement relates to the registration
under the Act of the Issuers' $300,000,000 aggregate principal amount of 10 1/4%
Senior Subordinated Notes due 2009 (the "Exchange Notes") and the guaranties of
the Exchange Notes by the Guarantor Subsidiaries (the "Subsidiary Guaranties").
The Exchange Notes are to be offered in exchange for the Issuers' outstanding
10 1/4% Senior Subordinated Notes due 2009 (the "Existing Notes") issued and
sold by the Issuers on February 25, 1999 in an offering exempt from registration
under the Act. The Exchange Notes will be issued by the Issuers in accordance
with the terms of the Indenture, dated as of February 25, 1999 (the
"Indenture"), among the Issuers, the Guarantor Subsidiaries party to it and The
Bank of New York, as trustee (the "Trustee"). Capitalized terms used in this
opinion and not otherwise defined shall have the respective meanings ascribed to
them in the Registration Statement.

          In connection with this opinion, we have examined originals, conformed
copies or photocopies, certified or otherwise identified to our satisfaction, of
the following documents (collectively, the "Documents"):

          (i)  the Registration Statement (including its exhibits);

          (ii) the Indenture included as Exhibit 4.2 to the Registration
Statement;

          (iii)     the proposed form of the Exchange Notes included as
Exhibit 4.5 to the Registration Statement; and




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



          (iv) the Registration Rights Agreement, dated as of February 18, 1999
(the "Registration Rights Agreement"), among the Issuers, the Subsidiary
Guarantors party to it and Morgan Stanley & Co. Incorporated, Donaldson Lufkin &
Jenrette Securities Corporation and Wasserstein Perella Securities, Inc.,
included as Exhibit 4.3 to the Registration Statement.

          In addition, we have examined: (i) those corporate and limited
liability company records of the Co-Registrants as we have considered
appropriate, including the certificate of incorporation, as amended, and
by-laws, as amended, of each Co-Registrant or, in the case of the Company and
ARHC, LLC, the certificate of formation and limited liability company operating
agreement, as in effect on the date of this letter (collectively, the
"Organizational Documents"), and copies of resolutions of the board of directors
of the Co-Registrants or, in the case of the Company and ARHC, LLC, the board of
managers, each certified by an officer of that Co-Registrant; and (ii) those
other certificates, agreements and other documents as we deemed relevant and
necessary as a basis for the opinions expressed below.

          In our examination of the Documents and in rendering our opinions, we
have assumed, without independent investigation, (i) the due organization of and
valid existence of each Co-Registrant under the laws of its jurisdiction of
incorporation or formation, (ii) the enforceability of the Documents against
each party to them (other than the Co-Registrants), (iii) that each
Co-Registrant has the necessary power and




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Triarc Consumer Products Group, LLC                                            4
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries



authority to execute, deliver and perform its obligations under each of the
Documents to which it is a party, (iv) that the authorization, execution and
delivery by each of the Co-Registrants of each Document to which it is a party
and the consummation by each of the Co-Registrants of the transactions
contemplated by them do not violate or result in a breach of or default under
the Organizational Documents, (v) that the Exchange Notes and the Subsidiary
Guaranties will be issued in accordance with the Indenture as described in the
Registration Statement, duly authenticated by the Trustee in accordance with the
Indenture and in the form reviewed by us and that any information omitted from
the form will be properly added, (vi) the genuineness of all signatures, (vii)
the legal capacity of all individuals who have executed any of the documents
which we examined, (viii) the authenticity of all documents submitted to us as
originals, (ix) the conformity to the original documents of all documents
submitted to us as certified, photostatic, reproduced or conformed copies of
validly existing agreements or other documents, (x) the authenticity of all the
latter documents and (xi) that the statements regarding matters of fact in the
certificates, records, agreements, instruments and documents that we examined
are accurate and complete.

          In expressing our opinions, we have relied upon the factual matters
contained in the representations and warranties of the Co-Registrants made in
the Documents and upon certificates of public officials and officers of the
Co-Registrants.




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Triarc Consumer Products Group, LLC                                            5
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries



          Based upon the above, and subject to the stated assumptions,
exceptions and qualifications, we are of the opinion that, when issued,
authenticated and delivered in accordance with the terms of the Indenture and
against exchange for the Existing Notes in accordance with the terms set forth
in the Registration Rights Agreement, the Exchange Notes will be legal, valid
and binding obligations of the Issuers, enforceable against the Issuers in
accordance with their terms, and the Subsidiary Guaranties will be legal, valid
and binding obligations of the Guarantor Subsidiaries, enforceable against the
Guarantor Subsidiaries in accordance with their terms, except in each case as
enforceability may be limited by (i) bankruptcy, insolvency, fraudulent
conveyance or transfer, reorganization, moratorium and other similar laws
affecting creditors' rights generally and (ii) general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law).

          Our opinions expressed above are limited to the laws of the State of
New York, the Delaware General Corporation Law, the Limited Liability Company
Act of the State of Delaware and the federal laws of the United States of
America. Our opinion is rendered only with respect to the laws, and the rules,
regulations and orders under them, that are currently in effect. Please be
advised that no member of this firm is admitted to practice in the State of
Delaware.

          We hereby consent to the use of our name in the Registration Statement
and in the prospectus contained in the Registration Statement as it appears
under the




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Triarc Consumer Products Group, LLC                                            6
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries


caption "Legal Matters" and to the use of this opinion as an exhibit to 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 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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