


<PAGE>


                       [LETTERHEAD OF HUNTON & WILLIAMS]

                                          November 16, 1999

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

      Re: Registration Statement on Form S-4

Ladies and Gentlemen:

      We are special Florida counsel for Retailer Concentrate Products, Inc., a
Florida corporation (the "Guarantor") and 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 set forth in Article 13 of the Indenture (the "Subsidiary
Guaranties"), including the guaranty by the Guarantor set forth in Article 13 of
the Indenture (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 (including the Guarantor) and The Bank of New
York, as trustee (the "Trustee"). In connection with the foregoing, we have been





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                                HUNTON & WILLIAMS

Addressees
November 16, 1999
Page 2


requested by you to render our opinion as to certain legal matters relating to
the Guarantor.

      Capitalized terms which are used herein and not defined herein shall have
the meanings given such terms in the Indenture.

      We have made such examinations of the law of the State of Florida as we
have deemed relevant for purposes of this opinion, and have not made any
independent review of the law of any other state or other jurisdiction. The
opinions expressed herein are limited solely to the laws of the State of
Florida.

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

      (i) the Indenture as delivered to us on November 12, 1999, by Paul, Weiss,
Rifkind, Wharton & Garrison; and

      (ii) corporate minutes of the Guarantor attached to the officer's
certificate attached hereto as Exhibit A (the "Officer's Certificate"), which,
among other things, pertain to the authorization and execution of the Indenture
by the Guarantor, including the Guarantee; and

      (iii) the articles of incorporation, as amended, and by-laws, as amended,
of the Guarantor as certified to us pursuant to the Officer's Certificate
(collectively, the "Organizational Documents").

      We have reviewed only the Documents and have made no other investigation
or inquiry. We have relied, without additional investigation, upon the facts set
forth in the respective representations made by the parties in the Indenture and
in the Officer's Certificate.

      We have acted as special Florida counsel to the Guarantor and our
engagement has been limited to such matters as to which we have been consulted.
Consequently, there may exist matters of a legal nature involving the Guarantor
in connection with which we have not been consulted and have not represented the
Guarantor. Consequently there may exist matters of a legal nature involving
these entities which would affect the opinions rendered herein.

      In our examination of the foregoing, we have assumed without
investigation, (a) the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as





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                                HUNTON & WILLIAMS

Addressees
November 16,1999
Page 3


certified or photostatic copies and the authenticity of the originals of such
copies; (b) the legal capacity of all natural persons; (c) that each of the
Indenture and the other documents executed in connection with the Indenture
(collectively with the Indenture, the "Indenture Documents") constitutes the
legal, valid and binding obligation of each of the respective parties thereto
(other than the Guarantor) enforceable against each such party and the Guarantor
in accordance with its respective terms; (d) that sufficient consideration has
been received by the Guarantor and each of the other parties to the Indenture
Documents in respect of their respective obligations thereunder; and (e) the
constitutionality and validity of all relevant laws, regulations and agency
actions unless a reported case has otherwise held or widespread concern has been
expressed by commentators as reflected in materials which lawyers routinely
consult.

      Based solely upon our examination and consideration of the Documents as
described above, and in reliance thereon, and in reliance upon the factual
representations contained in the Officer's Certificate, and our consideration of
such matters of law as we have considered necessary or appropriate for the
expression of the opinions contained herein, and subject to the limitations,
qualifications and assumptions expressed herein, we are of the opinion that:

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

      2. The authorization, execution and delivery by the Guarantor of each of
the Indenture and Guarantee 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 or any applicable laws of the
State of Florida.

      The foregoing opinions are subject to the following qualifications:

      (A) We express no opinion as to whether any of the following would be a
violation of any laws of the State of Florida:

            (i) any provisions (a) purporting to waive or affect any rights to
      notice or the obligations of good faith, fair dealing, diligence and
      reasonableness, (b) providing for specific performance or the appointment
      of a receiver, (c) purporting to establish evidentiary standards for suits
      or proceedings to enforce the Indenture Documents, (d) which, under
      Florida law, could be deemed to be unconscionable, to be evidence of bad
      faith or to be violative of public policy, or (e) releasing, exculpating
      or exempting a party from, or requiring indemnification of a party for,
      liability for its own actions or inactions, to the extent the action or
      inaction involves gross negligence, recklessness, willful misconduct or
      unlawful conduct; or





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                                HUNTON & WILLIAMS

Addressees
November 16, 1999
Page 4


            (ii) the extent to which any party may charge or collect interest,
      fees and other amounts payable pursuant to the Documents which are or
      would be deemed to be interest or charges in the nature of interest which
      in the aggregate exceed twenty-five percent (25%) per annum simple
      interest.

      We have not reviewed and express no opinion with respect to any document
or instrument (other than the Indenture) referred to in any of the Indenture
Documents with respect to which we opine.

      We express no opinion as to matters which may be governed by any laws
other than the laws of the State of Florida and the opinions given herein are
only expressed as to those matters governed by Florida law.

      This opinion is limited to the matters stated herein and no opinions may
be implied or inferred beyond the matters expressly stated herein. We have
assumed no obligation to advise you beyond the opinions specifically expressed
herein.

      The opinions expressed herein are as of this date, and we assume no
obligation to update or supplement our opinions to reflect any facts or
circumstances which may come to our attention or any changes in law which may
occur.

      This opinion is provided to you for your benefit and is provided only in
connection with this transaction and may not be relied upon in any respect by
any other person or for any other purpose, provided that, this opinion may be
relied upon by Paul, Weiss, Rifkind, Wharton & Garrison in connection with the
Registration Statement. Without our prior written consent, this opinion letter
may not be quoted in whole or in part or otherwise referred to in any document
or report and may not be furnished to any person or entity.

                                        Very truly yours,

                                        /s/ HUNTON & WILLIAMS

                                        HUNTON & WILLIAMS





