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                    Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                            New York, New York 10019
                                 (212) 373-3000





                                                              OCTOBER 1, 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 "Subsidiary
Guarantors" 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 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






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


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
enforceability of the Documents against each party to them (other than the
Co-Registrants), (ii) that the due authorization, execution and delivery
by each of the Co-Registrants not incorporated or formed under the laws of
the State of Delaware of each Document to which it is a party and the
consummation by each such Co-Registrant of the transactions contemplated
by such Documents do not violate or result in a breach of or default under the
Organizational Documents thereof or the laws of the jurisdiction of
incorporation or formation of such Co-Registrant, (iii) the due authorization,
execution and delivery of each of the Subsidiary Guaranties with respect






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


to each of the Subsidiary Guarantors that is not incorporated or formed under
the laws of the State of Delaware of each Document to which it is a party, (iv)
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, (v) the genuineness of all signatures, (vi) the legal capacity of all
individuals who have executed any of the documents which we examined, (vii) the
authenticity of all documents submitted to us as originals, (viii) 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, (ix) the authenticity of all the latter
documents and (x) 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.

                  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






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


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, the federal laws of the United States of
America, and the judicial decisions interpreting the same. 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 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






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


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





