


<PAGE>


              [LETTERHEAD OF WATKINS LUDLAM WINTER & STENNIS, P.A.]

Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
RC-11, Inc.
c/o Triarc Companies, Inc.
280 Park Avenue
New York, New York 10017

      Re: 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 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 RC-11,
Inc., a Mississippi 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





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Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
RC-11, Inc.
November 19, 1999
Page 2


photocopies, certified or otherwise identified to our satisfaction, of the
following documents (collectively, the "Documents"):

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

      (ii) corporate minutes of the Guarantor, which, among other things,
pertain to the authorization and execution of the Indenture by the Guarantor,
including the Guarantee (the "Resolutions").

      In addition, we have examined: (i) the certificate of incorporation, as
amended, and by-laws, as amended, of the Guarantor, and the Resolutions as in
effect on the date of this letter as certified by an officer of the Guarantor to
be true, accurate and complete (collectively, the "Organizational Documents");
and (ii) such other certificates and considered such laws 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 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
and (v) 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 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 Documents do not violate or result in a breach
of or default under the Organizational Documents thereof or the laws of the
State of Mississippi.

      Our opinions expressed above are limited to the laws of the State of
Mississippi, and the judicial decisions interpreting the same. Our opinion is
rendered only with respect to the laws, and





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Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
RC-11, Inc.
November 19, 1999
Page 3

the rules, regulations and orders under them, that are currently in effect. 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.

                                       Very truly yours,

                                       /s/ WATKINS LUDLAM WINTER & STENNIS, P.A.

                                       WATKINS LUDLAM WINTER & STENNIS, P.A.





