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                [LETTERHEAD OF SCHENCK, PRICE, SMITH & KING, LLP]

                                November 16, 1999

Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
Millrose Distributors, Inc.
c/o Triarc Companies, Inc.
280 Park Avenue
New York, New York 10017

                       Registration Statement on Form S-4

Ladies and Gentlemen;

      This opinion is being delivered to you 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 (the "Co-Issuer" and, together
with TCPG, the "Issuers"), and certain other subsidiaries of the Issuers (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.
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"), including the
guaranty by the Guarantor (the "Guarantee"). 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





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SCHENCK, PRICE, SMITH & KING, LLP
Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
Millrose Distributors, Inc.

Page 2

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 (the "Trustee"). In connection with
the foregoing, we have been requested to render our opinion as to certain legal
matters relating to Millrose Distributors, Inc., a New Jersey corporation (the
"Guarantor"). 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 or satisfaction, of
the following documents (collectively, the "Documents"):

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

      (ii) corporate minutes of Millrose Distributors, Inc., which, among other
things, pertain to the authorization and execution of the Indenture by Millrose
Distributors, Inc., including the Guarantee; and

      (iii) Certificate of Good Standing of Millrose Distributors, Inc. issued
by the Treasurer of the State of New Jersey and dated November 15, 1999.

      In addition, we have examined: (i) those corporate records of the
Guarantor as we have considered appropriate, including the certificate of
incorporation, as amended, and by-laws, as amended, of the Guarantor, as in
effect on the date of this letter (collectively, the "Organizational
Documents"); and (ii) those other certificates, agreements and other documents
as we deemed relevant and necessary as a basis for the opinions expressed below.





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SCHENCK, PRICE, SMITH & KING, LLP
Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
Millrose Distributors, Inc.
Page 3

      In rendering our opinions, we have relied upon (i) factual representations
made by the Guarantor in the Documents and in response to our inquiries, and
(ii) the Certificate of Good Standing with respect to the Guarantor issued by
the New Jersey Secretary of State dated [Insert Date Of Certificate]. 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 legal capacity of all natural persons who are involved in the transaction on
behalf of the Guarantor to carry out their respective roles in the transaction;
(iii) the accuracy and completeness of each document submitted to us for review;
(iv) the authenticity of all documents submitted to us as originals, (v) 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, (vi) the authenticity of all the latter documents
and (vii) that the statements regarding matters of fact in the certificates,
records, agreement, instruments and documents that we examined, such as the
certificate of corporate good standing issued by the New Jersey Secretary of
State, are accurate, complete and authentic, and all official public records
(including their proper indexing and filing) 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 and the Guarantee have been duly authorized, executed and
delivered by the Guarantor.

      2. The due authorization, execution and delivery by the Guarantor of each
Document to which it is a party and the consummation by the Guarantor of the
transactions contemplated by such





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SCHENCK, PRICE, SMITH & KING, LLP
Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
Millrose Distributors, Inc.
Page 4

Documents do not violate or result in a breach of or default under the
Organizational Documents thereof or the laws of the State of New Jersey.

      Our opinions expressed above are limited to the internal laws of the State
of New Jersey (excluding laws regarding conflict of laws), and the judicial
decisions interpreting the same, and are subject to and may be limited by the
effect of any future legislation and case law. Our opinion is rendered only with
respect to the laws, and the rules, regulations and orders under them, that are
currently in effect. We express no opinion as to matters governed by any laws
other than the internal laws of the State of New Jersey nor do we express any
opinion as to any matter not expressly set forth herein. We have no obligation
to advise you (or any third party) of changes of law or fact that occur after
the date hereof, even though the change may affect the legal analysis, a legal
conclusion or an informational confirmation stated herein.

      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. It may not be
relied on by, in whole or in part, nor may copies be delivered to, any other
person or entity without our prior written consent.

                                        Very truly yours,

                                        /s/ SCHENCK, PRICE, SMITH & KING, LLP

                                        SCHENCK, PRICE, SMITH & KING, LLP





