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                    Paul, Weiss, Rifkind, Wharton & Garrison
                          1285 Avenue of the Americas
                               New York, NY 10019
                                  212-373-3000




                                             December 22, 1999


Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries (as defined)
c/o Triarc Companies, Inc.
280 Park Avenue
New York, New York 10017


                       Registration Statement on Form S-4

Ladies and Gentlemen:

        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 (the "Company"), Triarc Beverage Holdings
Corp., a Delaware corporation (the "Co-Issuer" and, together with the Company,
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, we have
been requested to render our opinion as to the legality of the securities being
registered under the Registration Statement. The Registration Statement relates
to the registration under the Act of the







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Triarc Consumer Products Group, LLC                                            2
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries


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"). 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 (the "Indenture"), among
the Issuers, the Guarantor Subsidiaries party to it and The Bank of New York, as
trustee (the "Trustee"). 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 our satisfaction, of
the following documents (collectively, the "Documents"):

        (i)   the Registration Statement (including its exhibits);

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

        (iii) the proposed form of the Exchange Notes included as Exhibit 4.5
to the Registration Statement; and







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Triarc Consumer Products Group, LLC                                            3
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries

        (iv)  the Registration Rights Agreement, dated as of February 18, 1999
(the "Registration Rights Agreement"), among the Issuers, the Guarantor
Subsidiaries party to it and Morgan Stanley & Co. Incorporated, Donaldson Lufkin
& Jenrette Securities Corporation and Wasserstein Perella Securities, Inc.,
included as Exhibit 4.3 to the Registration Statement.

        In addition, we have examined: (i) those corporate and limited liability
company records of the Co-Registrants as we have considered appropriate,
including the certificate of incorporation, as amended, and by-laws, as amended,
of each Co-Registrant or, in the case of the Company and ARHC, LLC, the
certificate of formation and limited liability company operating agreement, as
in effect on the date of this letter (collectively, the "Organizational
Documents"), and copies of resolutions of the board of directors of the
Co-Registrants or, in the case of the Company and ARHC, LLC, the board of
managers, each certified by an officer of that Co-Registrant; 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 enforceability of the
Documents against each party to them (other than the Co-Registrants), (ii) that
the Exchange Notes and the Subsidiary Guaranties will be issued in accordance
with the Indenture as described in the Registration Statement, duly
authenticated by the Trustee









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Triarc Consumer Products Group, LLC                                            4
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries

in accordance with the Indenture and in the form reviewed by us and that any
information omitted from the form will be properly added, (iii) the genuineness
of all signatures, (iv) the mental capacity (including, without limitation, the
ability of a person to act in a reasonable manner in relation to the
transaction) of all individuals who have executed any of the documents which we
examined, (v) the authenticity of all documents submitted to us as originals,
(vi) 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, (vii) the authenticity of all the latter
documents and (viii) that the statements regarding matters of fact in the
certificates, records, agreements, instruments and documents that we examined
are accurate and complete.


        In expressing our opinions, we have relied upon the factual matters
contained in the representations and warranties of the Co-Registrants made in
the Documents and upon certificates of public officials and officers of the
Co-Registrants.









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Triarc Consumer Products Group, LLC                                            5
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries

        Based upon the above, and subject to the stated assumptions, exceptions
and qualifications, we are of the opinion that, when issued, authenticated and
delivered in accordance with the terms of the Indenture and against exchange for
the Existing Notes in accordance with the terms set forth in the Registration
Rights Agreement, the Exchange Notes will be legal, valid and binding
obligations of the Issuers, enforceable against the Issuers in accordance with
their terms, and the Subsidiary Guaranties will be legal, valid and binding
obligations of the Guarantor Subsidiaries, enforceable against the Guarantor
Subsidiaries in accordance with their terms, except in each case as
enforceability may be limited by (i) bankruptcy, insolvency, fraudulent
conveyance or transfer, reorganization, moratorium and other similar laws
affecting creditors' rights generally and (ii) general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law).

        Our opinions expressed above are limited to the laws of the State of New
York, the Delaware General Corporation Law, the Limited Liability Company Act of
the State of Delaware, the federal laws of the United States of America, 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. Please be advised that no member of this firm is admitted
to practice in the State of Delaware.








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Triarc Consumer Products Group, LLC                                            6
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries


        We hereby consent to the use of our name in the Registration Statement
and in the prospectus contained in the Registration Statement as it appears
under the caption "Legal Matters" and to the use of this opinion as an exhibit
to the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required by the Act or by
the rules and regulations promulgated under it.

                              Very truly yours,

                              /s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON

                              PAUL, WEISS, RIFKIND, WHARTON & GARRISON





