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                  [LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL]

                                November 17, 1999

Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
Pacific Snapple Distributors, Inc.
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 counsel in the State of California to Pacific
Snapple Distributors, Inc., a California corporation (the "Guarantor") 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 ("TCPG"), Triarc Beverage Holdings Corp., a Delaware
corporation (together with TCPG, the "Issuers"), the Guarantor and certain other
subsidiaries of the Issuers (the "Guarantor Subsidiaries") with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations under the Act. We have been informed by
Paul, Weiss, Rifkind, Wharton & Garrison that (a) the Registration Statement
relates to the Subordinated Notes due 2009 (the "Exchange Notes") and the
guaranties of the Exchange Notes by the Guarantor Subsidiaries, including the
guaranty by the Guarantor (the "Guarantee"), (b) the Exchange Notes are to be
offered in exchange for the Issuers' outstanding 10 1/4% Senior Subordinated
Notes due 2009 issued and sold by the Issuers on February 25, 1999 in an
offering exempt from registration under the Act, and (c) the Exchange Notes will
be issued by the Issuers in accordance with the terms of the Indenture, dated as
of February 25, 1999 (as amended, the "Indenture"), among the Issuers, the
Guarantor Subsidiaries party to it and The Bank of New York, as trustee. In
connection with the foregoing, we have been requested to render our opinion as
to certain legal matters relating to the Guarantor.

      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"):





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                          SONNENSCHEIN NATH & ROSENTHAL

Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
Pacific Snapple Distributors, Inc.
November 17, 1999
Page 2

      (i) the Indenture;

      (ii) the Unanimous Written Consent in Lieu of Meeting of the Board of
Directors of the Guarantor dated as of February 18, 1999, which, among other
things, pertains to the authorization and execution by the Guarantor of the
Indenture, including the Guarantee;

      (iii) the Articles of Incorporation, as amended, and by-laws, as amended,
of the Guarantor (collectively, the "Organizational Documents"), as certified by
the Secretary of the Guarantor as being in effect as of November 16, 1999.

      In our examination of the Documents and in rendering our opinions, we have
assumed, without independent investigation, (i) the genuineness of all
signatures, (ii) the authenticity of all documents submitted to us as originals,
(iii) 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, (iv) the authenticity of all the latter
documents, (v) the legal capacity of all natural persons executing the
Documents, and (vi) that the statements regarding matters of fact in the
certificates, records, agreements, instruments and documents that we examined
are accurate and complete.

      Based upon the above, and subject to the stated assumptions, exceptions
and qualifications, we are of the opinion that:

      1. The Indenture, including the Guarantee, has been duly authorized,
executed and delivered by the Guarantor.

      2. The due authorization, execution and delivery by the Guarantor of the
Indenture, including the Guarantee, and the consummation by the Guarantor of the
transactions contemplated thereby do not violate or result in a breach of or
default under the Organizational Documents or the laws of the State of
California.

      Our opinions expressed above are limited to the laws of the State of
California (excluding local laws), and the judicial decisions interpreting the
same. This opinion is rendered on the date hereof and we have no continuing
obligation hereunder to inform you of changes of law or fact subsequent to the
date hereof or facts of which we have become aware after the date hereof.





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                          SONNENSCHEIN NATH & ROSENTHAL

Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
Pacific Snapple Distributors, Inc.
November 17, 1999
Page 3

      This opinion is solely for your benefit and may not be furnished to, or
relied upon by, any other person or entity without the express written consent
of the undersigned, except that this opinion may be relied upon by Paul, Weiss,
Rifkind, Wharton & Garrison in connection with the delivery of its legal opinion
concerning the validity of the Exchange Notes and the Subsidiary Guaranties.
This opinion is limited to the matters set forth herein; no opinion may be
inferred or implied beyond the matters expressly stated in this letter.

                                        Very truly yours,

                                        /s/ SONNENSCHEIN NATH & ROSENTHAL

                                        SONNENSCHEIN NATH & ROSENTHAL






