


<PAGE>


                       [LETTERHEAD OF HOLLAND & HART LLP]

                                November 24, 1999

Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
Old San Francisco Seltzer, 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 named below (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





<PAGE>

                       [LETTERHEAD OF HOLLAND & HART LLP]

Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
Old San Francisco Seltzer, Inc.
November 24, 1999
Page 2

as to certain legal matters relating to Old San Francisco Seltzer, Inc. a
Colorado corporation (the "Guarantor").

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

      (i) the Indenture;

     (ii) certain corporate minutes of Guarantor, which, among other things,
pertain to the authorization and execution of the Indenture by Guarantor,
including the Guarantee, and approval of the Guarantee by the sole shareholder
of the Guarantor.

      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, in the
form provided to us by Paul, Weiss, Rifkind, Wharton & Garrison (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.

      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) that the statements regarding matters of fact in the
certificates, records, agreements, instruments and documents that we examined
are accurate and complete, (vi) that the Guarantor delivered physically to the
parties the fully executed Indenture, (vii) that the Guarantor is an indirect
wholly-owned subsidiary of the Issuers, (viii) that the Guarantee furthers the
corporate purposes of the Guarantor, and (ix) that the Guarantor has received
direct benefits for the Guarantee.





<PAGE>

                       [LETTERHEAD OF HOLLAND & HART LLP]

Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
Old San Francisco Seltzer, Inc.
November 24, 1999
Page 3

      We express no opinion relating to the effect of bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent conveyance, redemption,
reinstatement or other similar laws relating to or affecting the rights of
creditors generally.

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

      1. The Indenture and 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 Colorado.

Our opinions expressed above are limited to the laws of the State of Colorado
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. This opinion is provided as a legal opinion only,
effective as of the date of this letter, and not as a guaranty or warranty of
the matters discussed herein. This opinion may be relied upon only by the
addressees hereof and 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/ HOLLAND & HART LLP

                                        HOLLAND & HART LLP





