S-4/A

As filed with the Securities and Exchange Commission on October 26, 2009

Registration No. 333-161613

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2 to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

WENDY’S/ARBY’S RESTAURANTS, LLC
(Exact name of Registrant as specified in its charter)

Delaware	5812	38-0471180
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

1155 Perimeter Center West
Atlanta, Georgia 30338
(678) 514-4100

(Address, including zip code, and telephone number, including area code,
of Registrant’s principal executive offices)

Nils H. Okeson
Senior Vice President, General Counsel and Secretary
Wendy’s/Arby’s Restaurants, LLC
1155 Perimeter Center West
Atlanta, Georgia 30338
(678) 514-4100

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:
John C. Kennedy
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
212-373-3000

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. £

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Name	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	IRS Employer Identification Number
Wendy’s International, Inc.	Ohio	5812	31-0785108
The New Bakery Co. of Ohio, Inc.	Ohio	5812	58-1344157
Wendy’s of Denver, Inc.	Colorado	5812	84-0692495
Wendy’s of N.E. Florida, Inc.	Florida	5812	31-1300482
Wendy’s Old Fashioned Hamburgers of New York, Inc.	Ohio	5812	31-0986349
BDJ 71112, LLC	Ohio	5812	31-1681356
Arby’s Restaurant Holdings, LLC	Delaware	5812	38-0471180
Triarc Restaurant Holdings, LLC	Delaware	5812	34-1992713
Arby’s Restaurant Group, Inc.	Delaware	5812	13-3760393
Arby’s Restaurant, LLC	Delaware	5812	71-0898730
Arby’s, LLC	Delaware	5812	13-3760393
Wendy’s/Arby’s Support Center, LLC	Delaware	5812	90-0256478
ARG Services, Inc.	Colorado	5812	20-5728240
Sybra, LLC	Michigan	5812	26-1552833
Arby’s IP Holder Trust	Delaware	5812	13-3760393
RTM Acquisition Company, L.L.C.	Georgia	5812	58-2307207
RTM, LLC	Georgia	5812	13-3760393
RTM Partners, LLC	Georgia	5812	13-3760393
RTM Operating Company, LLC	Delaware	5812	26-1552790
RTM Development Company, LLC	Delaware	5812	13-3760393
RTMSC, LLC	South Carolina	5812	13-3760393
RTM Georgia, LLC	Georgia	5812	13-3760393
RTM Alabama, LLC	Alabama	5812	13-3760393
RTM West, LLC	California	5812	13-3760393
RTM Sea-Tac, LLC	Washington	5812	26-1539466
RTM Indianapolis, LLC	Ohio	5812	13-3760393
Franchise Associates, LLC	Minnesota	5812	13-3760393
RTM Savannah, LLC	Georgia	5812	13-3760393
RTM Gulf Coast, LLC	Alabama	5812	13-3760393
RTM Portland, LLC	Oregon	5812	26-1552697
RTM Mid-America, LLC	Indiana	5812	26-1552741
ARG Resources, LLC	Georgia	5812	26-1476024
Wendy’s/Arby’s International, Inc.	Delaware	5812	27-0353122
Wendy’s/Arby’s International Services, Inc.	Delaware	5812	27-0353174

The address of each of the additional registrants is c/o Wendy’s/Arby’s Restaurants, LLC, 1155 Perimeter Center West, Atlanta, Georgia 30338.

EXPLANATORY NOTE

This Amendment No. 2 to the Registration Statement on Form S-4 of Wendy’s/Arby’s Restaurants, LLC and certain subsidiaries of Wendy’s/Arby’s Restaurants, LLC listed as registrants herein (“Amendment No. 2”) does not relate to the contents of the prospectus contained in the Registration Statement on Form S-4, which is not amended hereby. Accordingly, this Amendment No. 2 does not include a copy of the prospectus. This Amendment No. 2 is being filed solely for the purpose of filing certain exhibits, as indicated on the exhibit index.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Section 18-108 of the Delaware Limited Liability Company Act (the “LLCA”) grants a Delaware limited liability company the power, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Section 18 of Wendy’s/Arby’s Restaurants, LLC’s (“Wendy’s/Arby’s Restaurants”) third amended and restated limited liability company operating agreement (the “Operating Agreement”) provides that a member shall not have any liability for the obligations or liabilities of Wendy’s/Arby’s Restaurants, except to the extent provided in the LLCA.

Section 19 of the Operating Agreement provides that a “Covered Person” (defined as (i) the member or any manager of Wendy’s/Arby’s Restaurants, or any of their respective affiliates, (ii) any officer of Wendy’s/Arby’s Restaurants or (iii) any director, officer, shareholder or employee of the member or manager) shall not be liable to Wendy’s/Arby’s Restaurants or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed by such Covered Person in good faith on behalf of Wendy’s/Arby’s Restaurants in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by the Operating Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

The Operating Agreement also provides that, to the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from Wendy’s/Arby’s Restaurants for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of Wendy’s/Arby’s Restaurants and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by the Operating Agreement, except that no Covered Person shall be entitled to be indemnified with respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under Section 19 of the Operating Agreement shall be provided out of and to the extent of Wendy’s/Arby’s Restaurants’ assets only, and no Covered Person shall have any personal liability on account thereof.

The Operating Agreement further provides that, to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by Wendy’s/Arby’s Restaurants prior to the disposition of such claim, demand, action, suit or proceeding upon receipt by Wendy’s/Arby’s Restaurants of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified under Section 19 of the Operating Agreement.

The laws of Alabama, California, Colorado, Delaware, Florida, Georgia, Indiana, Michigan, Minnesota, Ohio, Oregon, South Carolina and Washington governing the guarantors listed as registrants under this registration statement contain provisions similar to the LLCA regarding the indemnification of directors, managers, trustees and officers, as applicable, and the limitation of their personal liability.

The organizational documents of the guarantors listed as registrants under this registration statement contain provisions similar to those in the Operating Agreement of Wendy’s/Arby’s Restaurants regarding the indemnification of directors, managers, trustees and officers, as applicable, and the limitation of their personal liability.

Wendy’s/Arby’s Group, Arby’s Restaurant Group, Inc. and/or Wendy’s International, Inc. have entered into indemnification agreements with directors, officers and certain other employees of Wendy’s/Arby’s Restaurants and its subsidiaries indemnifying them against liability they may incur in their capacities as such and advancement of defense expenses (including legal fees).

II-1

Pursuant to Section 5 of the Registration Rights Agreement, dated June 23, 2009, among Wendy’s/Arby’s Restaurants, LLC, the guarantors and the initial purchasers named therein, each holder of the notes and each participating broker-dealer has agreed to indemnify Wendy’s/Arby’s Restaurants, the guarantors and each person, if any, who controls Wendy’s/Arby’s Restaurants or the guarantors within the meaning of the Securities Act or the Exchange Act from and against certain losses, claims, damages or liabilities that may be incurred in connection with the registration of the initial notes, to the extent that such losses, claims, damages or liabilities arise from an omission or untrue statement contained in written information furnished to Wendy’s/Arby’s Restaurants by such holder of the notes or participating broker-dealer.

The Purchase Agreement, dated June 18, 2009, among Wendy’s/Arby’s Restaurants, LLC, the guarantors and the initial purchasers named therein, contains provisions by which the initial purchasers agree to indemnify Wendy’s/Arby’s Restaurants, the guarantors, their respective directors and officers and each person, if any, who controls Wendy’s/Arby’s Restaurants or the guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against certain losses, claims, damages or liabilities.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrants pursuant to the foregoing provisions, the registrants have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Wendy’s/Arby’s Restaurants maintains liability insurance for its managers and officers, as permitted by its Operating Agreement.

The guarantors listed as registrants under this registration statement also maintain liability insurance for their respective managers, trustees, directors and officers, as applicable.

II-2

Item 21. Exhibits and Financial Statement Schedules.

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of April 23, 2008, by and among Triarc Companies, Inc., Green Merger Sub Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K dated April 29, 2008 (SEC file no. 001-02207).
2.2	Side Letter Agreement, dated August 14, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.3 to Triarc’s Registration Statement on Form S-4, Amendment No.3, filed on August 15, 2008 (Reg. no. 333-151336).
3.1*	Certificate of Formation of Wendy’s/Arby’s Restaurants, LLC (f/k/a Wendy’s International Holdings, LLC), as amended to date.
3.2*	Third Amended and Restated Limited Liability Company Operating Agreement of Wendy’s/Arby’s Restaurants, LLC.
3.3	Articles of Incorporation of Wendy’s International, Inc., incorporated herein by reference to Exhibit 3(a) to the Wendy’s International, Inc. Form 10-K for the year ended January 3, 1999 (SEC file no. 001-08116).
3.4	Amendment to Articles of Incorporation of Wendy’s International, Inc., incorporated herein by reference to Exhibit 3.1 to Wendy’s International, Inc.’s Current Report on Form 8-K dated September 29, 2008 (SEC file no. 001-08116).
3.5	Amended and Restated Code of Regulations of Wendy’s International, Inc., incorporated herein by reference to Exhibit 3.2 to Wendy’s International, Inc.’s Current Report on Form 8-K dated September 29, 2008 (SEC file no. 001-08116).
3.6*	Articles of Incorporation of The New Bakery Co. of Ohio, Inc.
3.7*	Regulations of The New Bakery Co. of Ohio, Inc.
3.8*	Amended and Restated Articles of Incorporation of Wendy’s of Denver, Inc.
3.9*	Amended and Restated By-laws of Wendy’s of Denver, Inc.
3.10*	Articles of Incorporation of Wendy’s of N.E. Florida, Inc.
3.11*	By-laws of Wendy’s of N.E. Florida, Inc.
3.12*	Articles of Incorporation of Wendy’s Old Fashioned Hamburgers of New York, Inc. (f/k/a The Food Group, Inc.).
3.13*	Code of Regulations of Wendy’s Old Fashioned Hamburgers of New York, Inc. (f/k/a The Food Group, Inc.).
3.14*	Articles of Organization of BDJ 71112, LLC.
3.15*	Operating Agreement and Declaration of BDJ 71112, LLC.
3.16*	Certificate of Formation of Arby’s Restaurant Holdings, LLC.
3.17*	Amended and Restated Limited Liability Company Operating Agreement of Arby’s Restaurant Holdings, LLC.
3.18*	Certificate of Formation of Triarc Restaurant Holdings, LLC.
3.19*	Limited Liability Company Operating Agreement of Triarc Restaurant Holdings, LLC.
3.20*	Certificate of Incorporation of Arby’s Restaurant Group, Inc.
3.21*	By-laws of Arby’s Restaurant Group, Inc.
3.22*	Certificate of Formation of Arby’s Restaurant, LLC.
3.23*	Limited Liability Company Operating Agreement of Arby’s Restaurant, LLC.
3.24*	Certificate of Formation of Arby’s, LLC.

II-3

Exhibit Number	Description
3.25*	Limited Liability Company Operating Agreement of Arby’s, LLC.
3.26*	Certificate of Formation of Wendy’s/Arby’s Support Center, LLC (f/k/a RTMMC Acquisition, LLC), as amended to date.
3.27*	Limited Liability Company Operating Agreement of Wendy’s/Arby’s Support Center, LLC (f/k/a RTMMC Acquisition, LLC).
3.28*	Articles of Incorporation of ARG Services, Inc.
3.29*	By-laws of ARG Services, Inc.
3.30*	Articles of Organization of Sybra, LLC.
3.31*	Limited Liability Company Operating Agreement of Sybra, LLC.
3.32*	Certificate of Trust of Arby’s IP Holder Trust, as amended to date.
3.33*	Second Amended and Restated Trust Agreement of Arby’s IP Holder Trust.
3.34*	Articles of Organization of RTM Acquisition Company, L.L.C.
3.35*	Operating Agreement of RTM Acquisition Company, L.L.C., as amended to date.
3.36*	Articles of Organization of RTM, LLC.
3.37*	Limited Liability Company Operating Agreement of RTM, LLC.
3.38*	Articles of Organization of RTM Partners, LLC.
3.39*	Limited Liability Company Operating Agreement of RTM Partners, LLC.
3.40*	Certificate of Formation of RTM Operating Company, LLC.
3.41*	Limited Liability Company Operating Agreement of RTM Operating Company, LLC.
3.42*	Certificate of Formation of RTM Development Company, LLC.
3.43*	Limited Liability Company Operating Agreement of RTM Development Company, LLC.
3.44*	Articles of Organization of RTMSC, LLC.
3.45*	Limited Liability Company Operating Agreement of RTMSC, LLC.
3.46*	Articles of Organization of RTM Georgia, LLC.
3.47*	Limited Liability Company Operating Agreement of RTM Georgia, LLC.
3.48*	Articles of Organization of RTM Alabama, LLC.
3.49*	Limited Liability Operating Agreement of RTM Alabama, LLC.
3.50*	Articles of Organization of RTM West, LLC.
3.51*	Limited Liability Company Operating Agreement of RTM West, LLC.
3.52*	Certificate of Formation of RTM Sea-Tac, LLC.
3.53*	Limited Liability Company Operating Agreement of RTM Sea-Tac, LLC.
3.54*	Articles of Organization of RTM Indianapolis, LLC.
3.55*	Limited Liability Company Operating Agreement of RTM Indianapolis, LLC.
3.56*	Articles of Organization of Franchise Associates, LLC.
3.57*	Limited Liability Company Operating Agreement of Franchise Associates, LLC.
3.58*	Articles of Organization of RTM Savannah, LLC.
3.59*	Limited Liability Company Operating Agreement of RTM Savannah, LLC.
3.60*	Articles of Organization of RTM Gulf Coast, LLC.
3.61*	Limited Liability Company Operating Agreement of RTM Gulf Coast, LLC.
3.62*	Articles of Conversion of RTM Portland, LLC.

II-4

Exhibit Number	Description
3.63*	Limited Liability Company Operating Agreement of RTM Portland, LLC.
3.64*	Articles of Conversion of RTM Mid-America, LLC.
3.65*	Limited Liability Company Operating Agreement of RTM Mid-America, LLC.
3.66*	Articles of Organization of ARG Resources, LLC.
3.67*	Limited Liability Company Operating Agreement of ARG Resources, LLC.
3.68*	Certificate of Incorporation of Wendy’s/Arby’s International, Inc.
3.69*	By-laws of Wendy’s/Arby’s International, Inc.
3.70*	Certificate of Incorporation of Wendy’s/Arby’s International Services, Inc.
3.71*	By-laws of Wendy’s/Arby’s International Services, Inc.
4.1	Indenture, dated as of June 23, 2009, among Wendy’s/Arby’s Restaurants, LLC, the guarantors named therein and U.S. Bank National Association, as Trustee, incorporated herein by reference to Exhibit 4.1 to the Wendy’s/Arby’s Group Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).
4.2	Registration Rights Agreement, dated as of June 23, 2009, among Wendy’s/Arby’s Restaurants, LLC, the guarantors named therein and the initial purchasers named therein, incorporated herein by reference to Exhibit 4.2 to the Wendy’s/Arby’s Group Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).
4.3	Supplemental Indenture, dated as of July 8, 2009, among Wendy’s/Arby’s Restaurants, LLC, the guarantors named therein and U.S. Bank National Association, as Trustee, incorporated herein by reference to Exhibit 4.3 to the Wendy’s/Arby’s Group Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).
4.4	Form of Exchange Note (included as Exhibit A of Exhibit 4.1 of this Registration Statement).
4.5	Indenture between Wendy’s International, Inc. and Bank One, National Association, pertaining to 6.25% Senior Notes due November 15, 2011 and 6.20% Senior Notes due June 15, 2014, incorporated herein by reference to Exhibit 4(i) to the Wendy’s International, Inc. Form 10-K for the year ended December 30, 2001 (SEC file no. 001-08116).
5.1**	Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to validity of the exchange notes and guarantees.
5.2**	Opinion of Vorys, Sater, Seymour and Pease LLP as to validity of the securities being registered.
5.3**	Opinion of Holland & Hart LLP as to validity of the securities being registered.
5.4**	Opinion of Hunton & Williams LLP as to validity of the securities being registered.
5.5**	Opinion of Butzel Long, P.C. as to validity of the securities being registered.
5.6**	Opinion of Barnes & Thornburg LLP as to validity of the securities being registered.
5.7**	Opinion of Richards, Layton and Finger, P.A. as to validity of the securities being registered.
5.8**	Opinion of Burr & Forman LLP as to validity of the securities being registered.
5.9**	Opinion of Burr & Forman LLP as to validity of the securities being registered.
5.10**	Opinion of Maslon Edelman Borman & Brand, LLP as to validity of the securities being registered.
5.11**	Opinion of Alston & Bird LLP as to the validity of the securities being registered.

II-5

Exhibit Number	Description
5.12**	Opinion of Davis Wright Tremaine LLP as to the validity of the securities being registered.
5.13**	Opinion of Wyche, Burgess, Freeman & Parham, P.A. as to the validity of the securities being registered.
8.1*	Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to certain tax matters.
10.1	Triarc Companies, Inc. Amended and Restated 1997 Equity Participation Plan, incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K dated May 19, 2005 (SEC file no. 001-02207).
10.2	Form of Non-Incentive Stock Option Agreement under the Triarc Companies, Inc. Amended and Restated 1997 Equity Participation Plan, incorporated herein by reference to Exhibit 10.6 to Triarc’s Current Report on Form 8-K dated March 16, 1998 (SEC file no. 001-02207).
10.3	Triarc Companies, Inc. Amended and Restated 1998 Equity Participation Plan, incorporated herein by reference to Exhibit 10.3 to Triarc’s Current Report on Form 8-K dated May 19, 2005 (SEC file no. 001-02207).
10.4	Form of Non-Incentive Stock Option Agreement under the Triarc Companies, Inc. Amended and Restated 1998 Equity Participation Plan, incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K dated May 13, 1998 (SEC file no. 001-02207).
10.5	Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 10.5 to the Wendy’s/Arby’s Group Form 10-K for the year ended December 28, 2008 (SEC file no. 001-02207).
10.6	Form of Non-Incentive Stock Option Agreement under the Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 99.6 to Wendy’s/Arby’s Group’s Current Report on Form 8-K dated December 22, 2008 (SEC file no. 001-02207).
10.7	Form of Restricted Stock Agreement under the Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 10.7 to the Wendy’s/Arby’s Group Form 10-K for the year ended December 28, 2008 (SEC file no. 001- 02207).
10.8	1999 Executive Bonus Plan, incorporated herein by reference to Exhibit A to Triarc’s 1999 Proxy Statement (SEC file no. 001-02207).
10.9	Amendment to the Triarc Companies, Inc. 1999 Executive Bonus Plan, dated as of June 22, 2004, incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated June 1, 2005 (SEC file no. 001-02207).
10.10	Amendment to the Triarc Companies, Inc. 1999 Executive Bonus Plan effective as of March 26, 2007, incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K dated June 6, 2007 (SEC file no. 001-02207).
10.11	Wendy’s International, Inc. 2003 Stock Incentive Plan, incorporated herein by reference to Exhibit 10(f) to the Wendy’s International, Inc. Form 10-Q for the quarter ended April 2, 2006 (SEC file no. 001-08116).
10.12	Amendments to the Wendy’s International, Inc. 2003 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.12 to the Wendy’s/Arby’s Group Form 10-K for the year ended December 28, 2008 (SEC file no. 001-02207).

II-6

Exhibit Number	Description
10.13	Wendy’s International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Annex C to the Wendy’s International, Inc. Definitive 2007 Proxy Statement, dated March 12, 2007 (SEC file no. 001-08116).
10.14	Amendments to the Wendy’s International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.15 to the Wendy’s/Arby’s Group Form 10-K for the year ended December 28, 2008 (SEC file no. 001-02207).
10.15	Wendy’s International, Inc. Supplemental Executive Retirement Plan, incorporated herein by reference to Exhibit 10(f) to the Wendy’s International, Inc. Form 10-K for the year ended December 29, 2002 (SEC file no. 001-08116).
10.16	First Amendment to the Wendy’s International, Inc. Supplemental Executive Retirement Plan, incorporated herein by reference to Exhibit 10(f) to the Wendy’s International, Inc. Form 10-K for the year ended December 31, 2006 (SEC file no. 001-08116).
10.17	Amended and Restated Wendy’s International, Inc. Supplemental Executive Retirement Plan No. 2, incorporated herein by reference to Exhibit 10(b) to the Wendy’s International, Inc. Form 10-Q for the quarter ended September 30, 2007 (SEC file no 001-08116).
10.18	Amended and Restated Credit Agreement, dated as of July 25, 2005, amended and restated as of March 11, 2009, among Wendy’s International, Inc., Wendy’s International Holdings, LLC, Arby’s Restaurant Group, Inc., Arby’s Restaurant Holdings, LLC, Triarc Restaurant Holdings, LLC, the Lenders and Issuers party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, Bank of America, N.A. and Credit Suisse, Cayman Islands Branch, as co-syndication agents, Wachovia Bank, National Association, SunTrust Bank and GE Capital Franchise Finance Corporation, as co-documentation agents, Citigroup Global Markets Inc., Banc of America Securities LLC and Credit Suisse, Cayman Islands Branch, as joint lead arrangers and joint book-running managers, incorporated herein by reference to Exhibit 10.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on March 12, 2009 (SEC file no. 001-02207).
10.19	Amended and Restated Pledge and Security Agreement dated March 11, 2009, by and between Wendy’s International Inc., Wendy’s International Holdings, LLC, Arby’s Restaurant Group, Inc., and Arby’s Restaurant Holdings, LLC, and Citicorp North America, Inc., as collateral agent, incorporated herein by reference to Exhibit 10.2 to the Wendy’s/Arby’s Group Form 10-Q for the quarter ended March 29, 2009 (SEC file no. 001-02207).
10.20	Form of Increase Joinder dated as of March 17, 2009 among Arby’s Restaurant Group, Inc., Wendy’s International Holdings, Inc., Arby’s Restaurant Holdings, LLC, Wendy’s International, Inc., Citicorp North America, Inc., The Huntington National Bank, Fifth Third Bank, Wells Fargo Bank, National Association and Bank of America, N.A., incorporated herein by reference to Exhibit 10.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on March 20, 2009 (SEC file no. 001-02207).
10.21	Amendment No. 1 to Amended and Restated Credit Agreement and Amended and Restated Pledge and Security Agreement, dated as of June 10, 2009, incorporated herein by reference to Exhibit 10.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on June 10, 2009 (SEC file no. 001-02207).
10.22	Assignment of Rights Agreement between Wendy’s International, Inc. and Mr. R. David Thomas, incorporated herein by reference to Exhibit 10(c) to the Wendy’s International, Inc. Form 10-K for the year ended December 31, 2000 (SEC file no. 001-08116).
10.23	Separation Agreement, dated as of April 30, 2007, between Triarc Companies, Inc. and Nelson Peltz, incorporated herein by reference to Exhibit 10.3 to Triarc’s Current Report on Form 8-K dated April 30, 2007 (SEC file no. 001-02207).

II-7

Exhibit Number	Description
10.24	Letter Agreement dated as of December 28, 2007, between Triarc Companies, Inc. and Nelson Peltz., incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K dated January 4, 2008 (SEC file No. 001-02207).
10.25	Separation Agreement, dated as of April 30, 2007, between Triarc Companies, Inc. and Peter W. May, incorporated herein by reference to Exhibit 10.4 to Triarc’s Current Report on Form 8-K dated April 30, 2007 (SEC file no. 001-02207).
10.26	Letter Agreement dated as of December 28, 2007, between Triarc Companies, Inc. and Peter W. May, incorporated herein by reference to Exhibit 10.3 to Triarc’s Current Report on Form 8-K dated January 4, 2008 (SEC file No. 001-02207).
10.27	Consulting and Employment Agreement dated July 25, 2008 between Triarc Companies, Inc. and J. David Karam, incorporated herein by reference to Exhibit 99.1 to Triarc’s Current Report on Form 8-K dated July 25, 2008 (SEC file no. 001-02207).
10.28	Amended and Restated Letter Agreement dated as of December 18, 2008 between Thomas A. Garrett and Arby’s Restaurant Group, Inc., incorporated herein by reference to Exhibit 99.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 22, 2008 (SEC file no. 001- 02207).
10.29	Amended and Restated Letter Agreement dated as of December 18, 2008 between Sharron Barton and Wendy’s/Arby’s Group, Inc., incorporated herein by reference to Exhibit 99.2 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 22, 2008 (SEC file no. 001-02207).
10.30	Amended and Restated Letter Agreement dated as of December 18, 2008 between Nils H. Okeson and Wendy’s/Arby’s Group, Inc., incorporated herein by reference to Exhibit 99.3 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 22, 2008 (SEC file no. 001-02207).
10.31	Amended and Restated Letter Agreement dated as of December 18, 2008 between Stephen E. Hare and Wendy’s/Arby’s Group, Inc., incorporated herein by reference to Exhibit 99.4 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 22, 2008 (SEC file no. 001-02207).
10.32	Amended and Restated Letter Agreement dated as of December 18, 2008 between Roland C. Smith and Wendy’s/Arby’s Group, Inc., incorporated herein by reference to Exhibit 99.5 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 22, 2008 (SEC file no. 001-02207).
10.33	Form of Indemnification Agreement, between Wendy’s/Arby’s Group, Inc. and certain officers, directors, and employees thereof, incorporated herein by reference to Exhibit 47 to the Wendy’s/Arby’s Group Form 10-K for the year ended December 28, 2008 (SEC file no. 001-02207).
10.34	Form of Indemnification Agreement between Arby’s Restaurant Group, Inc. and certain directors, officers and employees thereof, incorporated herein by reference to Exhibit 10.40 to the Triarc Form 10-K for the fiscal year ended December 30, 2007 (SEC file no. 001-02207).
10.35	Form of Indemnification Agreement for officers and employees of Wendy’s International, Inc. and its subsidiaries, incorporated herein by reference to Exhibit 10 to Wendy’s International, Inc.’s Current Report on Form 8-K filed on July 12, 2005 (SEC file no. 001-08116).
10.36	Form of First Amendment to Indemnification Agreement between Wendy’s International, Inc. and its directors and certain officers and employees, incorporated herein by reference to Exhibit 10(b) to the Wendy’s International, Inc. Form 10-Q for the quarter ended June 29, 2008 (SEC file no. 001-08116).

II-8

Exhibit Number	Description
10.37	Wendy’s/Arby’s Group, Inc. 2009 Directors’ Deferred Compensation Plan, effective as of May 28, 2009, incorporated herein by reference to Exhibit 10.6 to the Wendy’s/Arby’s Group Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).
10.38	Form of Non-Employee Director Restricted Stock Award Agreement under the Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, incorporated herein by reference to Exhibit 10.7 to the Wendy’s/Arby’s Group Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).
10.39	Purchase Agreement, dated as of June 18, 2009, among Wendy’s/Arby’s Restaurants, LLC, the Guarantors party thereto and the initial purchasers named therein, incorporated herein by reference to Exhibit 10.8 to the Wendy’s/Arby’s Group Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).
10.40*	Tax Sharing Agreement, dated as of May 26, 2009, among Wendy’s/Arby’s Group, Inc. and certain of its subsidiaries party thereto.
12.1*	Statement of Computation of Ratios of Earnings to Fixed Charges.
21.1*	List of Subsidiaries.
23.1*	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
23.2*	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.3**	Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibits 5.1 and 8.1 to this Registration Statement).
23.4**	Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.2 to this Registration Statement).
23.5**	Consent of Holland & Hart LLP (included in Exhibit 5.3 to this Registration Statement).
23.6**	Consent of Hunton & Williams LLP (included in Exhibit 5.4 to this Registration Statement).
23.7**	Consent of Butzel Long, P.C. (included in Exhibit 5.5 to this Registration Statement).
23.8**	Consent of Barnes & Thornburg LLP (included in Exhibit 5.6 to this Registration Statement).
23.9**	Consent of Richards, Layton and Finger, P.A. (included in Exhibit 5.7 to this Registration Statement).
23.10**	Consent of Burr & Forman LLP (included in Exhibit 5.8 to this Registration Statement).
23.11**	Consent of Burr & Forman LLP (included in Exhibit 5.9 to this Registration Statement).
23.12**	Consent of Maslon Edelman Borman & Brand, LLP (included in Exhibit 5.10 to this Registration Statement).
23.13**	Consent of Alston & Bird LLP (included in Exhibit 5.11 to this Registration Statement).
23.14**	Consent of Davis Wright Tremaine LLP (included in Exhibit 5.12 to this Registration Statement).
23.15**	Consent of Wyche, Burgess, Freeman & Parham, P.A. (included in Exhibit 5.13 to this Registration Statement).
24.1*	Powers of Attorney.
25.1*	Form T-1 Statement of Eligibility of U.S. Bank National Association to act as trustee under the Indenture.

II-9

Exhibit Number	Description
99.1*	Form of Letter of Transmittal.
99.2*	Form of Notice of Guaranteed Delivery.
	* Previously filed.
	** Filed herewith.
	In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, instruments defining the rights of holders of certain issues of long-term debt of Wendy’s/Arby’s Restaurants, LLC and its consolidated subsidiaries have not been filed as exhibits to this Form S-4 because the authorized principal amount of any one of such issues does not exceed 10% of the total assets of Wendy’s/Arby’s Restaurants, LLC and its subsidiaries on a consolidated basis. Wendy’s/Arby’s Restaurants, LLC agrees to furnish a copy of each of such instruments to the SEC upon request.

II-10

Item 22. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the Form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

WENDY’S/ARBY’S RESTAURANTS, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Senior Vice President and
Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Roland C. Smith		President, Chief Executive Officer and Manager (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Senior Vice President, Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
* Nils H. Okeson		Senior Vice President, General Counsel, Secretary and Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

WENDY’S INTERNATIONAL, INC.

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Senior Vice President and
Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Roland C. Smith		Chief Executive Officer and Director (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer)
* Steven B. Graham		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
* J. David Karam		Director
* Nils H. Okeson		Director
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

THE NEW BAKERY CO. OF OHIO, INC.

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Senior Vice President and
Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Roland C. Smith		Chief Executive Officer and Director (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Senior Vice President, Chief Financial Officer (Principal Financial Officer)
* Greg S. Haggis		Senior Vice President—Finance, and Brand Chief Financial Officer (Principal Accounting Officer)
* J. David Karam		Director
* Dana Klein		Director
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

WENDY’S OF DENVER, INC.

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Senior Vice President and
Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Roland C. Smith		Chief Executive Officer and Director (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Senior Vice President, Chief Financial Officer (Principal Financial Officer)
* Greg S. Haggis		Senior Vice President—Finance, and Brand Chief Financial Officer (Principal Accounting Officer)
* J. David Karam		Director
* Dana Klein		Director
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

WENDY’S OF N.E. FLORIDA, INC.

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Senior Vice President and
Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Roland C. Smith		Chief Executive Officer and Director (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Senior Vice President, Chief Financial Officer (Principal Financial Officer)
* Greg S. Haggis		Senior Vice President—Finance, and Brand Chief Financial Officer (Principal Accounting Officer)
* J. David Karam		Director
* Daniel T. Collins		Director
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

WENDY’S OLD FASHIONED HAMBURGERS
OF NEW YORK, INC.

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Senior Vice President and
Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Roland C. Smith		Chief Executive Officer and Director (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Senior Vice President, Chief Financial Officer (Principal Financial Officer)
* Greg S. Haggis		Senior Vice President—Finance, and Brand Chief Financial Officer (Principal Accounting Officer)
* J. David Karam		Director
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

BDJ 71112, LLC

By: /S/ J. DAVID KARAM Name: J. David Karam
Title: President    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
/s/ J. DAVID KARAM J. David Karam		President (Principal Executive Officer)
* Daniel T. Collins		Senior Vice President, Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)
* Wendy’s International, Inc. By: Nils H. Okeson Title: Senior Vice President, General Counsel and Assistant Secretary		Member
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

ARBY’S RESTAURANT HOLDINGS, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

TRIARC RESTAURANT HOLDINGS, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Roland C. Smith		Chief Executive Officer and Manager (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

ARBY’S RESTAURANT GROUP, INC.

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer and Director (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Director (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Director
* Nils H. Okeson		Director
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

ARBY’S RESTAURANT, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

ARBY’S, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

WENDY’S/ARBY’S SUPPORT CENTER, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

ARG SERVICES, INC.

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Director (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Director
* Nils H. Okeson		Director
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

SYBRA, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

ARBY’S IP HOLDER TRUST

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Arby’s Restaurant Group, Inc. By: Nils H. Okeson Title: Senior Vice President, General Counsel and Assistant Secretary		Trust Certificate Holder
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

RTM ACQUISITION COMPANY, L.L.C.

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

RTM, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

RTM PARTNERS, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

RTM OPERATING COMPANY, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

RTM DEVELOPMENT COMPANY, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

RTMSC, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

RTM GEORGIA, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

RTM ALABAMA, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

RTM WEST, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

RTM SEA-TAC, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

RTM INDIANAPOLIS, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

FRANCHISE ASSOCIATES, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

RTM SAVANNAH, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

RTM GULF COAST, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

RTM PORTLAND, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

RTM MID-AMERICA, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

ARG RESOURCES, LLC

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Thomas A. Garrett		President and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Chief Financial Officer and Manager (Principal Financial Officer)
* Steven B. Graham		Senior Vice President—Chief Accounting Officer (Principal Accounting Officer)
* Roland C. Smith		Manager
* Nils H. Okeson		Manager
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

WENDY’S/ARBY’S INTERNATIONAL, INC.

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Senior Vice President and
Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Roland C. Smith		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer)
* Steven B. Graham		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
* Nils H. Okeson		Director
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 26, 2009.

WENDY’S/ARBY’S INTERNATIONAL
SERVICES, INC.

By: /S/ STEPHEN E. HARE Name: Stephen E. Hare
Title: Senior Vice President and
Chief Financial Officer    

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the following capacities and on this 26th day of October, 2009.

Signature		Title
* Roland C. Smith		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ STEPHEN E. HARE Stephen E. Hare		Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer)
* Steven B. Graham		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
* Nils H. Okeson		Director
*By:	/s/ STEPHEN E. HARE Stephen E. Hare Attorney-in-fact

II-46

EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of April 23, 2008, by and among Triarc Companies, Inc., Green Merger Sub Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K dated April 29, 2008 (SEC file no. 001-02207).
2.2	Side Letter Agreement, dated August 14, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.3 to Triarc’s Registration Statement on Form S-4, Amendment No.3, filed on August 15, 2008 (Reg. no. 333-151336).
3.1*	Certificate of Formation of Wendy’s/Arby’s Restaurants, LLC (f/k/a Wendy’s International Holdings, LLC), as amended to date.
3.2*	Third Amended and Restated Limited Liability Company Operating Agreement of Wendy’s/Arby’s Restaurants, LLC.
3.3	Articles of Incorporation of Wendy’s International, Inc., incorporated herein by reference to Exhibit 3(a) to the Wendy’s International, Inc. Form 10-K for the year ended January 3, 1999 (SEC file no. 001-08116).
3.4	Amendment to Articles of Incorporation of Wendy’s International, Inc., incorporated herein by reference to Exhibit 3.1 to Wendy’s International, Inc.’s Current Report on Form 8-K dated September 29, 2008 (SEC file no. 001-08116).
3.5	Amended and Restated Code of Regulations of Wendy’s International, Inc., incorporated herein by reference to Exhibit 3.2 to Wendy’s International, Inc.’s Current Report on Form 8-K dated September 29, 2008 (SEC file no. 001-08116).
3.6*	Articles of Incorporation of The New Bakery Co. of Ohio, Inc.
3.7*	Regulations of The New Bakery Co. of Ohio, Inc.
3.8*	Amended and Restated Articles of Incorporation of Wendy’s of Denver, Inc.
3.9*	Amended and Restated By-laws of Wendy’s of Denver, Inc.
3.10*	Articles of Incorporation of Wendy’s of N.E. Florida, Inc.
3.11*	By-laws of Wendy’s of N.E. Florida, Inc.
3.12*	Articles of Incorporation of Wendy’s Old Fashioned Hamburgers of New York, Inc. (f/k/a The Food Group, Inc.).
3.13*	Code of Regulations of Wendy’s Old Fashioned Hamburgers of New York, Inc. (f/k/a The Food Group, Inc.).
3.14*	Articles of Organization of BDJ 71112, LLC.
3.15*	Operating Agreement and Declaration of BDJ 71112, LLC.
3.16*	Certificate of Formation of Arby’s Restaurant Holdings, LLC.
3.17*	Amended and Restated Limited Liability Company Operating Agreement of Arby’s Restaurant Holdings, LLC.
3.18*	Certificate of Formation of Triarc Restaurant Holdings, LLC.
3.19*	Limited Liability Company Operating Agreement of Triarc Restaurant Holdings, LLC.
3.20*	Certificate of Incorporation of Arby’s Restaurant Group, Inc.
3.21*	By-laws of Arby’s Restaurant Group, Inc.
3.22*	Certificate of Formation of Arby’s Restaurant, LLC.
3.23*	Limited Liability Company Operating Agreement of Arby’s Restaurant, LLC.
3.24*	Certificate of Formation of Arby’s, LLC.
3.25*	Limited Liability Company Operating Agreement of Arby’s, LLC.

Exhibit Number	Description
3.26*	Certificate of Formation of Wendy’s/Arby’s Support Center, LLC (f/k/a RTMMC Acquisition, LLC), as amended to date.
3.27*	Limited Liability Company Operating Agreement of Wendy’s/Arby’s Support Center, LLC (f/k/a RTMMC Acquisition, LLC).
3.28*	Articles of Incorporation of ARG Services, Inc.
3.29*	By-laws of ARG Services, Inc.
3.30*	Articles of Organization of Sybra, LLC.
3.31*	Limited Liability Company Operating Agreement of Sybra, LLC.
3.32*	Certificate of Trust of Arby’s IP Holder Trust, as amended to date.
3.33*	Second Amended and Restated Trust Agreement of Arby’s IP Holder Trust.
3.34*	Articles of Organization of RTM Acquisition Company, L.L.C.
3.35*	Operating Agreement of RTM Acquisition Company, L.L.C., as amended to date.
3.36*	Articles of Organization of RTM, LLC.
3.37*	Limited Liability Company Operating Agreement of RTM, LLC.
3.38*	Articles of Organization of RTM Partners, LLC.
3.39*	Limited Liability Company Operating Agreement of RTM Partners, LLC.
3.40*	Certificate of Formation of RTM Operating Company, LLC.
3.41*	Limited Liability Company Operating Agreement of RTM Operating Company, LLC.
3.42*	Certificate of Formation of RTM Development Company, LLC.
3.43*	Limited Liability Company Operating Agreement of RTM Development Company, LLC.
3.44*	Articles of Organization of RTMSC, LLC.
3.45*	Limited Liability Company Operating Agreement of RTMSC, LLC.
3.46*	Articles of Organization of RTM Georgia, LLC.
3.47*	Limited Liability Company Operating Agreement of RTM Georgia, LLC.
3.48*	Articles of Organization of RTM Alabama, LLC.
3.49*	Limited Liability Operating Agreement of RTM Alabama, LLC.
3.50*	Articles of Organization of RTM West, LLC.
3.51*	Limited Liability Company Operating Agreement of RTM West, LLC.
3.52*	Certificate of Formation of RTM Sea-Tac, LLC.
3.53*	Limited Liability Company Operating Agreement of RTM Sea-Tac, LLC.
3.54*	Articles of Organization of RTM Indianapolis, LLC.
3.55*	Limited Liability Company Operating Agreement of RTM Indianapolis, LLC.
3.56*	Articles of Organization of Franchise Associates, LLC.
3.57*	Limited Liability Company Operating Agreement of Franchise Associates, LLC.
3.58*	Articles of Organization of RTM Savannah, LLC.
3.59*	Limited Liability Company Operating Agreement of RTM Savannah, LLC.
3.60*	Articles of Organization of RTM Gulf Coast, LLC.
3.61*	Limited Liability Company Operating Agreement of RTM Gulf Coast, LLC.
3.62*	Articles of Conversion of RTM Portland, LLC.
3.63*	Limited Liability Company Operating Agreement of RTM Portland, LLC.
3.64*	Articles of Conversion of RTM Mid-America, LLC.
3.65*	Limited Liability Company Operating Agreement of RTM Mid-America, LLC.

Exhibit Number	Description
3.66*	Articles of Organization of ARG Resources, LLC.
3.67*	Limited Liability Company Operating Agreement of ARG Resources, LLC.
3.68*	Certificate of Incorporation of Wendy’s/Arby’s International, Inc.
3.69*	By-laws of Wendy’s/Arby’s International, Inc.
3.70*	Certificate of Incorporation of Wendy’s/Arby’s International Services, Inc.
3.71*	By-laws of Wendy’s/Arby’s International Services, Inc.
4.1	Indenture, dated as of June 23, 2009, among Wendy’s/Arby’s Restaurants, LLC, the guarantors named therein and U.S. Bank National Association, as Trustee, incorporated herein by reference to Exhibit 4.1 to the Wendy’s/Arby’s Group Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).
4.2	Registration Rights Agreement, dated as of June 23, 2009, among Wendy’s/Arby’s Restaurants, LLC, the guarantors named therein and the initial purchasers named therein, incorporated herein by reference to Exhibit 4.2 to the Wendy’s/Arby’s Group Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).
4.3	Supplemental Indenture, dated as of July 8, 2009, among Wendy’s/Arby’s Restaurants, LLC, the guarantors named therein and U.S. Bank National Association, as Trustee, incorporated herein by reference to Exhibit 4.3 to the Wendy’s/Arby’s Group Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).
4.4	Form of Exchange Note (included as Exhibit A of Exhibit 4.1 of this Registration Statement).
4.5	Indenture between Wendy’s International, Inc. and Bank One, National Association, pertaining to 6.25% Senior Notes due November 15, 2011 and 6.20% Senior Notes due June 15, 2014, incorporated herein by reference to Exhibit 4(i) to the Wendy’s International, Inc. Form 10-K for the year ended December 30, 2001 (SEC file no. 001-08116).
5.1**	Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to validity of the exchange notes and guarantees.
5.2**	Opinion of Vorys, Sater, Seymour and Pease LLP as to validity of the securities being registered.
5.3**	Opinion of Holland & Hart LLP as to validity of the securities being registered.
5.4**	Opinion of Hunton & Williams LLP as to validity of the securities being registered.
5.5**	Opinion of Butzel Long, P.C. as to validity of the securities being registered.
5.6**	Opinion of Barnes & Thornburg LLP as to validity of the securities being registered.
5.7**	Opinion of Richards, Layton and Finger, P.A. as to validity of the securities being registered.
5.8**	Opinion of Burr & Forman LLP as to validity of the securities being registered.
5.9**	Opinion of Burr & Forman LLP as to validity of the securities being registered.
5.10**	Opinion of Maslon Edelman Borman & Brand, LLP as to validity of the securities being registered.
5.11**	Opinion of Alston & Bird LLP as to the validity of the securities being registered.
5.12**	Opinion of Davis Wright Tremaine LLP as to the validity of the securities being registered.
5.13**	Opinion of Wyche, Burgess, Freeman & Parham, P.A. as to the validity of the securities being registered.
8.1*	Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to certain tax matters.

Exhibit Number	Description
10.1	Triarc Companies, Inc. Amended and Restated 1997 Equity Participation Plan, incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K dated May 19, 2005 (SEC file no. 001-02207).
10.2	Form of Non-Incentive Stock Option Agreement under the Triarc Companies, Inc. Amended and Restated 1997 Equity Participation Plan, incorporated herein by reference to Exhibit 10.6 to Triarc’s Current Report on Form 8-K dated March 16, 1998 (SEC file no. 001-02207).
10.3	Triarc Companies, Inc. Amended and Restated 1998 Equity Participation Plan, incorporated herein by reference to Exhibit 10.3 to Triarc’s Current Report on Form 8-K dated May 19, 2005 (SEC file no. 001-02207).
10.4	Form of Non-Incentive Stock Option Agreement under the Triarc Companies, Inc. Amended and Restated 1998 Equity Participation Plan, incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K dated May 13, 1998 (SEC file no. 001-02207).
10.5	Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 10.5 to the Wendy’s/Arby’s Group Form 10-K for the year ended December 28, 2008 (SEC file no. 001-02207).
10.6	Form of Non-Incentive Stock Option Agreement under the Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 99.6 to Wendy’s/Arby’s Group’s Current Report on Form 8-K dated December 22, 2008 (SEC file no. 001-02207).
10.7	Form of Restricted Stock Agreement under the Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 10.7 to the Wendy’s/Arby’s Group Form 10-K for the year ended December 28, 2008 (SEC file no. 001- 02207).
10.8	1999 Executive Bonus Plan, incorporated herein by reference to Exhibit A to Triarc’s 1999 Proxy Statement (SEC file no. 001-02207).
10.9	Amendment to the Triarc Companies, Inc. 1999 Executive Bonus Plan, dated as of June 22, 2004, incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated June 1, 2005 (SEC file no. 001-02207).
10.10	Amendment to the Triarc Companies, Inc. 1999 Executive Bonus Plan effective as of March 26, 2007, incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K dated June 6, 2007 (SEC file no. 001-02207).
10.11	Wendy’s International, Inc. 2003 Stock Incentive Plan, incorporated herein by reference to Exhibit 10(f) to the Wendy’s International, Inc. Form 10-Q for the quarter ended April 2, 2006 (SEC file no. 001-08116).
10.12	Amendments to the Wendy’s International, Inc. 2003 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.12 to the Wendy’s/Arby’s Group Form 10-K for the year ended December 28, 2008 (SEC file no. 001-02207).
10.13	Wendy’s International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Annex C to the Wendy’s International, Inc. Definitive 2007 Proxy Statement, dated March 12, 2007 (SEC file no. 001-08116).
10.14	Amendments to the Wendy’s International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.15 to the Wendy’s/Arby’s Group Form 10-K for the year ended December 28, 2008 (SEC file no. 001-02207).
10.15	Wendy’s International, Inc. Supplemental Executive Retirement Plan, incorporated herein by reference to Exhibit 10(f) to the Wendy’s International, Inc. Form 10-K for the year ended December 29, 2002 (SEC file no. 001-08116).

Exhibit Number	Description
10.16	First Amendment to the Wendy’s International, Inc. Supplemental Executive Retirement Plan, incorporated herein by reference to Exhibit 10(f) to the Wendy’s International, Inc. Form 10-K for the year ended December 31, 2006 (SEC file no. 001-08116).
10.17	Amended and Restated Wendy’s International, Inc. Supplemental Executive Retirement Plan No. 2, incorporated herein by reference to Exhibit 10(b) to the Wendy’s International, Inc. Form 10-Q for the quarter ended September 30, 2007 (SEC file no 001-08116).
10.18	Amended and Restated Credit Agreement, dated as of July 25, 2005, amended and restated as of March 11, 2009, among Wendy’s International, Inc., Wendy’s International Holdings, LLC, Arby’s Restaurant Group, Inc., Arby’s Restaurant Holdings, LLC, Triarc Restaurant Holdings, LLC, the Lenders and Issuers party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, Bank of America, N.A. and Credit Suisse, Cayman Islands Branch, as co-syndication agents, Wachovia Bank, National Association, SunTrust Bank and GE Capital Franchise Finance Corporation, as co-documentation agents, Citigroup Global Markets Inc., Banc of America Securities LLC and Credit Suisse, Cayman Islands Branch, as joint lead arrangers and joint book-running managers, incorporated herein by reference to Exhibit 10.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on March 12, 2009 (SEC file no. 001-02207).
10.19	Amended and Restated Pledge and Security Agreement dated March 11, 2009, by and between Wendy’s International Inc., Wendy’s International Holdings, LLC, Arby’s Restaurant Group, Inc., and Arby’s Restaurant Holdings, LLC, and Citicorp North America, Inc., as collateral agent, incorporated herein by reference to Exhibit 10.2 to the Wendy’s/Arby’s Group Form 10-Q for the quarter ended March 29, 2009 (SEC file no. 001-02207).
10.20	Form of Increase Joinder dated as of March 17, 2009 among Arby’s Restaurant Group, Inc., Wendy’s International Holdings, Inc., Arby’s Restaurant Holdings, LLC, Wendy’s International, Inc., Citicorp North America, Inc., The Huntington National Bank, Fifth Third Bank, Wells Fargo Bank, National Association and Bank of America, N.A., incorporated herein by reference to Exhibit 10.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on March 20, 2009 (SEC file no. 001-02207).
10.21	Amendment No. 1 to Amended and Restated Credit Agreement and Amended and Restated Pledge and Security Agreement, dated as of June 10, 2009, incorporated herein by reference to Exhibit 10.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on June 10, 2009 (SEC file no. 001-02207).
10.22	Assignment of Rights Agreement between Wendy’s International, Inc. and Mr. R. David Thomas, incorporated herein by reference to Exhibit 10(c) to the Wendy’s International, Inc. Form 10-K for the year ended December 31, 2000 (SEC file no. 001-08116).
10.23	Separation Agreement, dated as of April 30, 2007, between Triarc Companies, Inc. and Nelson Peltz, incorporated herein by reference to Exhibit 10.3 to Triarc’s Current Report on Form 8-K dated April 30, 2007 (SEC file no. 001-02207).
10.24	Letter Agreement dated as of December 28, 2007, between Triarc Companies, Inc. and Nelson Peltz., incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K dated January 4, 2008 (SEC file No. 001-02207).
10.25	Separation Agreement, dated as of April 30, 2007, between Triarc Companies, Inc. and Peter W. May, incorporated herein by reference to Exhibit 10.4 to Triarc’s Current Report on Form 8-K dated April 30, 2007 (SEC file no. 001-02207).
10.26	Letter Agreement dated as of December 28, 2007, between Triarc Companies, Inc. and Peter W. May, incorporated herein by reference to Exhibit 10.3 to Triarc’s Current Report on Form 8-K dated January 4, 2008 (SEC file No. 001-02207).

Exhibit Number	Description
10.27	Consulting and Employment Agreement dated July 25, 2008 between Triarc Companies, Inc. and J. David Karam, incorporated herein by reference to Exhibit 99.1 to Triarc’s Current Report on Form 8-K dated July 25, 2008 (SEC file no. 001-02207).
10.28	Amended and Restated Letter Agreement dated as of December 18, 2008 between Thomas A. Garrett and Arby’s Restaurant Group, Inc., incorporated herein by reference to Exhibit 99.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 22, 2008 (SEC file no. 001- 02207).
10.29	Amended and Restated Letter Agreement dated as of December 18, 2008 between Sharron Barton and Wendy’s/Arby’s Group, Inc., incorporated herein by reference to Exhibit 99.2 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 22, 2008 (SEC file no. 001-02207).
10.30	Amended and Restated Letter Agreement dated as of December 18, 2008 between Nils H. Okeson and Wendy’s/Arby’s Group, Inc., incorporated herein by reference to Exhibit 99.3 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 22, 2008 (SEC file no. 001-02207).
10.31	Amended and Restated Letter Agreement dated as of December 18, 2008 between Stephen E. Hare and Wendy’s/Arby’s Group, Inc., incorporated herein by reference to Exhibit 99.4 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 22, 2008 (SEC file no. 001-02207).
10.32	Amended and Restated Letter Agreement dated as of December 18, 2008 between Roland C. Smith and Wendy’s/Arby’s Group, Inc., incorporated herein by reference to Exhibit 99.5 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 22, 2008 (SEC file no. 001-02207).
10.33	Form of Indemnification Agreement, between Wendy’s/Arby’s Group, Inc. and certain officers, directors, and employees thereof, incorporated herein by reference to Exhibit 47 to the Wendy’s/Arby’s Group Form 10-K for the year ended December 28, 2008 (SEC file no. 001-02207).
10.34	Form of Indemnification Agreement between Arby’s Restaurant Group, Inc. and certain directors, officers and employees thereof, incorporated herein by reference to Exhibit 10.40 to the Triarc Form 10-K for the fiscal year ended December 30, 2007 (SEC file no. 001-02207).
10.35	Form of Indemnification Agreement for officers and employees of Wendy’s International, Inc. and its subsidiaries, incorporated herein by reference to Exhibit 10 to Wendy’s International, Inc.’s Current Report on Form 8-K filed on July 12, 2005 (SEC file no. 001-08116).
10.36	Form of First Amendment to Indemnification Agreement between Wendy’s International, Inc. and its directors and certain officers and employees, incorporated herein by reference to Exhibit 10(b) to the Wendy’s International, Inc. Form 10-Q for the quarter ended June 29, 2008 (SEC file no. 001-08116).
10.37	Wendy’s/Arby’s Group, Inc. 2009 Directors’ Deferred Compensation Plan, effective as of May 28, 2009, incorporated herein by reference to Exhibit 10.6 to the Wendy’s/Arby’s Group Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).
10.38	Form of Non-Employee Director Restricted Stock Award Agreement under the Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, incorporated herein by reference to Exhibit 10.7 to the Wendy’s/Arby’s Group Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).
10.39	Purchase Agreement, dated as of June 18, 2009, among Wendy’s/Arby’s Restaurants, LLC, the Guarantors party thereto and the initial purchasers named therein, incorporated herein by reference to Exhibit 10.8 to the Wendy’s/Arby’s Group Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).

Exhibit Number	Description
10.40*	Tax Sharing Agreement, dated as of May 26, 2009, among Wendy’s/Arby’s Group, Inc. and certain of its subsidiaries party thereto.
12.1*	Statement of Computation of Ratios of Earnings to Fixed Charges.
21.1*	List of Subsidiaries.
23.1*	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
23.2*	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.3**	Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibits 5.1 and 8.1 to this Registration Statement).
23.4**	Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.2 to this Registration Statement).
23.5**	Consent of Holland & Hart LLP (included in Exhibit 5.3 to this Registration Statement).
23.6**	Consent of Hunton & Williams LLP (included in Exhibit 5.4 to this Registration Statement).
23.7**	Consent of Butzel Long, P.C. (included in Exhibit 5.5 to this Registration Statement).
23.8**	Consent of Barnes & Thornburg LLP (included in Exhibit 5.6 to this Registration Statement).
23.9**	Consent of Richards, Layton and Finger, P.A. (included in Exhibit 5.7 to this Registration Statement).
23.10**	Consent of Burr & Forman LLP (included in Exhibit 5.8 to this Registration Statement).
23.11**	Consent of Burr & Forman LLP (included in Exhibit 5.9 to this Registration Statement).
23.12**	Consent of Maslon Edelman Borman & Brand, LLP (included in Exhibit 5.10 to this Registration Statement).
23.13**	Consent of Alston & Bird LLP (included in Exhibit 5.11 to this Registration Statement).
23.14**	Consent of Davis Wright Tremaine LLP (included in Exhibit 5.12 to this Registration Statement).
23.15**	Consent of Wyche, Burgess, Freeman & Parham, P.A. (included in Exhibit 5.13 to this Registration Statement).
24.1*	Powers of Attorney.
25.1*	Form T-1 Statement of Eligibility of U.S. Bank National Association to act as trustee under the Indenture.
99.1*	Form of Letter of Transmittal.
99.2*	Form of Notice of Guaranteed Delivery.
	* Previously filed.
	** Filed herewith.
	In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, instruments defining the rights of holders of certain issues of long-term debt of Wendy’s/Arby’s Restaurants, LLC and its consolidated subsidiaries have not been filed as exhibits to this Form S-4 because the authorized principal amount of any one of such issues does not exceed 10% of the total assets of Wendy’s/Arby’s Restaurants, LLC and its subsidiaries on a consolidated basis. Wendy’s/Arby’s Restaurants, LLC agrees to furnish a copy of each of such instruments to the SEC upon request.

EX-5.1

Exhibit 5.1

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

212-373-3000

212-757-3990

October 26, 2009

Wendy’s/Arby’s Restaurants, LLC

1155 Perimeter Center West

Atlanta, Georgia 30338

Registration Statement on Form S-4

(Registration No. 333-161613)

Ladies and Gentlemen:

In connection with the Registration Statement on Form S-4, as amended (the “Registration Statement”), of Wendy’s/Arby’s Restaurants, LLC, a Delaware limited liability company (the “Company”), the persons listed on Schedule I hereto (each, a “Delaware Guarantor”) and the other subsidiaries of the Company named therein as guarantors (collectively, the “Subsidiary Guarantors,” and together with the Delaware Guarantors, the “Guarantors”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”), you have asked us to furnish 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 Company’s $565,000,000 aggregate principal amount of 10.00% Senior Notes due 2016 (the “Exchange Notes”) and the guarantees of the Exchange Notes by the Guarantors (the “Guarantees”).

The Exchange Notes and the Guarantees are to be offered in exchange for the Company’s outstanding $565,000,000 aggregate principal amount of 10.00% Senior Notes due 2016 (the “Initial Notes”) and the guarantees of the Initial Notes by the Guarantors. The Exchange Notes and the Guarantees will be issued by the Company and the Guarantors in accordance with the terms of the Indenture, dated as of June 23, 2009, among the Company, the Guarantors and U.S. Bank National Association, as trustee, as supplemented by the Supplemental Indenture, dated as of July 8, 2009 (the “Indenture”).

In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1.    the Registration Statement;

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Wendy’s/Arby’s Restaurants, LLC

2.the Indenture, including as an exhibit thereto the form of Exchange Note, included as Exhibits 4.1 and 4.3 to the Registration Statement; and

3.the Registration Rights Agreement, dated as of June 23, 2009 (the “Registration Rights Agreement), among the Company, the Guarantors and the initial purchasers named therein, included as Exhibit 4.2 to the Registration Statement.

In addition, we have examined (i) such records of the Company and the Delaware Guarantors that we have considered appropriate, including a copy of the certificate of formation or incorporation, as applicable, in each case as amended, and the limited liability company operating agreement or by-laws, as applicable, in each case as amended, of the Company and each Delaware Guarantor, certified by the Company and each such Delaware Guarantor as in effect on the date of this letter, and copies of resolutions of the board of managers or the board of directors (or the general partner or the sole member, as applicable) of the Company and such Delaware Guarantors relating to the issuance of the Exchange Notes and the Guarantees, certified by the Company and such Delaware Guarantors and (ii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company and the Guarantors made in the Documents and certificates of the officers of the Company and the Guarantors and upon certificates of public officials.

In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation, (i) that the Exchange Notes and Guarantees will be issued as described in the Registration Statement and (ii) that the Exchange Notes will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added. With regards to certain matters of state law, we have relied, with the Company’s permission, upon the opinions of Vorys, Sater, Seymour and Pease LLP, filed as Exhibit 5.2 to the Registration Statement, Holland & Hart LLP, filed as Exhibit 5.3 to the Registration Statement, Hunton & Williams LLP, filed as Exhibit 5.4 to the Registration Statement, Butzel Long, P.C., filed as Exhibit 5.5 to the Registration Statement, Barnes & Thornburg LLP, filed as Exhibit 5.6 to the Registration Statement, Richards, Layton & Finger, P.A., filed as Exhibit 5.7 to the Registration Statement, Burr & Forman LLP, filed as Exhibits 5.8 and 5.9 to the Registration Statement, Maslon Edelman Borman & Brand, LLP, filed as Exhibit 5.10 to the Registration Statement, Alston & Bird LLP, filed as Exhibit 5.11 to the Registration Statement, Davis Wright Tremaine LLP, filed as Exhibit 5.12 to the Registration Statement, and Wyche, Burgess, Freeman & Parham, P.A., filed as Exhibit 5.13 to the Registration Statement.

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

1.When duly issued, authenticated and delivered against the surrender and cancellation of the Initial Notes as set forth in the Registration Statement and in accordance with the terms of the Indenture and the Registration Rights Agreement, the Exchange Notes will be valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except that the enforceability of the Exchange Notes may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

3

Wendy’s/Arby’s Restaurants, LLC

2.When the Exchange Notes are duly issued, authenticated and delivered against the surrender and cancellation of the Initial Notes as set forth in the Registration Statement and in accordance with the terms of the Indenture and the Registration Rights Agreement, the Guarantees will be valid and legally binding obligations of each of the Guarantors enforceable against each of the Guarantors in accordance with their terms, except that enforceability of the Guarantees may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

The opinions expressed above are limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.

We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.

Very truly yours,

/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

SCHEDULE I—Delaware Guarantors

Arby’s Restaurant Holdings, LLC

Triarc Restaurant Holdings, LLC

Arby’s Restaurant Group, Inc.

Wendy’s/Arby’s Support Center, LLC

Arby’s Restaurant, LLC

Arby’s, LLC

RTM Development Company, LLC

RTM Operating Company, LLC

Wendy’s/Arby’s International, Inc.

Wendy’s/Arby’s International Services, Inc.

EX-5.2

Exhibit 5.2

October 26, 2009

Wendy’s/Arby’s Restaurants, LLC
1155 Perimeter Center West
Atlanta, Georgia 30338

Ladies and Gentlemen:

          We have acted as special counsel in the State of Ohio (the “State”) to Wendy’s International, Inc., an Ohio corporation (“Wendy’s”), Wendy’s Old Fashioned Hamburgers of New York, Inc., an Ohio corporation (“WOFH”), The New Bakery Co. of Ohio, Inc., an Ohio corporation (“NBC”), BDJ 71112, LLC, an Ohio limited liability company (“BDJ”), and RTM Indianapolis, LLC, an Ohio limited liability company (“RTM”, and collectively with Wendy’s, WOFH, NBC and BDJ, the “Ohio Guarantors”), in connection with the consummation of the exchange of $565,000,000 of 10.00% Senior Notes due 2016 (the “Initial Notes”) of Wendy’s/Arby’s Restaurants, LLC, a Delaware limited liability company (the “Company”), for $565,000,000 of the Company’s registered 10.00% Senior Notes due 2016 (the “ExchangeNotes”) and the guarantees of the Exchange Notes by the Ohio Guarantors (the “ExchangeGuarantees”). The Exchange Notes are to be issued under an Indenture dated as of June 23, 2009 among the Company, the guarantors party thereto, including the Ohio Guarantors (collectively, the “Guarantors”) and U.S. Bank National Association, as Trustee, as supplemented by the Supplemental Indenture, dated July 8, 2009 (the “Indenture”). The Exchange Notes and the Guarantees are being offered in exchange for the Company’s outstanding Initial Notes and the guarantees of the Initial Notes by the Guarantors, and each will be issued in accordance with the Indenture. We are rendering this opinion letter to you at the request of the Ohio Guarantors in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of the Company, the Ohio Guarantors, and the other subsidiaries of the Company named therein, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “SecuritiesAct”).

October 26, 2009
Page 2

          Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to them in the Purchase Agreement, dated as of June 18, 2009 (the “PurchaseAgreement”) among the Company, the Guarantors, the Initial Purchasers named on Schedule A thereof (the “Initial Purchasers”), and Credit Suisse Securities (USA) LLC, Banc of America Securities LLC, Citigroup Global Markets Inc., as representatives of the Initial Purchasers relating to the purchase by the Initial Purchasers of the Initial Notes.

          In connection with this opinion letter, we have examined, in our capacity as special Ohio counsel to the Ohio Guarantors, and for purposes of rendering this opinion letter, the following:

(a)	copies of the following documents:
	(i)	the Registration Statement;
	(ii)	the executed Purchase Agreement;
	(iii)	the executed Indenture;
	(iv)	the executed Registration Rights Agreement, dated as of June 23, 2009 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers;
	(v)	the executed Initial Notes issued on June 23, 2009 (including the guarantees endorsed thereon by the Ohio Guarantors (the “Offered Securities Guarantees”)); and
	(vi)	the form of Exchange Notes (including the Exchange Guarantees endorsed thereon).

The Purchase Agreement, the Indenture, the Registration Rights Agreement, the Offered Securities Guarantees, and the Exchange Guarantees are collectively referred to herein as the “Transaction Documents”.

          (b)     documents and records of the Ohio Guarantors consisting of their respective (i) articles of incorporation or articles of organization, (ii) code of regulations or operating agreement, (iii) certified copies of resolutions adopted by their boards of directors, managers or members, and (iv) such other corporate or limited liability company documents, proceedings and records as we have deemed necessary or appropriate for purposes of this opinion;

          (c)     Certificates of Good Standing or Certificates of Full Force and Effect from the Secretary of State of the State for each of the Ohio Guarantors, each dated the date indicated

October 26, 2009
Page 3

on Exhibit A attached hereto, for the respective Ohio Guarantors (each a “Good StandingCertificate” and, collectively, the “Good Standing Certificates”);

          (d)     certificates of an officer or officers of each of the Ohio Guarantors as to certain factual matters and as to the incumbency of the respective officers of the Ohio Guarantors authorized to sign each Transaction Document (collectively, the “Officers’ Certificates”); and

          (e)     such other certificates, documents, instruments, laws, statutes, ordinances, regulations and other matters as we have deemed necessary or advisable in order to render our opinion.

          In rendering this opinion, we have, with your permission and without independent investigation, made the following assumptions:

          (a)     The authenticity and genuineness of all signatures, the conformity to original documents of all documents presented to us as copies thereof, the authenticity of the original documents from which any such copies were made and the legal capacity of all individual signatories to such documents, and, other than with respect to the Ohio Guarantors, each of the Transaction Documents has been duly and properly executed and delivered by each of the respective parties thereto.

          (b)     Each party to the Transaction Documents (other than the Ohio Guarantors) has been duly organized and is validly existing under the laws of the state of its incorporation or formation, and has all necessary power and authority to enter into, execute, deliver and perform each of the Transaction Documents to which it is a party, and the execution, delivery and performance thereof by each such party have been duly authorized by all necessary action.

          (c)     Each of the Transaction Documents constitutes the legal, valid and binding obligation of each party thereto, enforceable against each such party in accordance with its respective terms under the internal laws of the State of New York and under the internal laws of the jurisdiction of incorporation or formation of each such party.

          (d)     (i) that the Exchange Notes and Exchange Guarantees will be issued as described in the Registration Statement and (ii) that the Exchange Notes and the Exchange Guarantees will be in substantially the form attached to the Indenture and that any information required by but omitted from such form will be properly added.

          As to all matters of fact which are material to our opinion, we have relied, without any independent verification, due diligence or other investigation, upon the truth and accuracy of the representations, warranties and recitals of fact (as opposed to conclusions of law) made or set forth in the Transaction Documents, the Officers’ Certificates and the Good Standing Certificates.

October 26, 2009
Page 4

          As used in the opinions expressed herein with respect to the Ohio Guarantors, the phrases (i) “corporate power and authority” and “duly authorized by all necessary corporate action” refer and are limited to the Ohio General Corporation Law (Ohio Revised Code (“R.C.”) Chapter 1701) and to the applicable articles of incorporation and code of regulations, and (ii) “limited liability company power and authority” and “duly authorized by all necessary limited liability company action” refer and are limited to the Ohio Limited Liability Companies Law (R.C. Chapter 1705) and the applicable articles of organization and operating agreement. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.

          Based upon and subject to the foregoing and the further qualifications set forth below, as of the date of this opinion, we are of the opinion that:

          1.     Each of Wendy’s, WOFH, and NBC is a corporation, validly existing and, based solely on its respective Good Standing Certificate, in good standing under the laws of the State. Each of Wendy’s, WOFH, and NBC has all necessary corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder. Each of RTM and BDJ is a limited liability company, validly existing and, based solely on its Good Standing Certificate, in full force and effect under the laws of the State. Each of RTM and BDJ has all necessary limited liability company power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder.

          2.     The execution, delivery and performance of the Transaction Documents to which it is a party by each of Wendy’s, WOFH, and NBC have been duly authorized by all necessary corporate action on the part of each of Wendy’s, WOFH, and NBC. The execution, delivery and performance of the Transaction Documents to which it is a party by each of RTM and BDJ have been duly authorized by all necessary limited liability company action on the part of each of RTM and BDJ.

          3.     Neither the execution, delivery or performance by each of the Ohio Guarantors of the Transaction Documents to which it is a party, nor the compliance by such Ohio Guarantor with the terms and provisions thereof, will violate any provision of such Ohio Guarantor’s respective articles of incorporation or articles of organization, as the case may be, or its respective code of regulations or operating agreement, as the case may be, or any statutes or regulations of the State, as interpreted by the reported decisional law of the State applicable generally to for profit corporations and for profit limited liability companies.

          4.     Each of the Purchase Agreement, the Indenture, the Registration Rights Agreement, and the Offered Securities Guarantees to which one or more of the Ohio Guarantors is a party has been duly executed and delivered by the Ohio Guarantors that are parties thereto.

          5.     No consent, approval, authorization or order of, or filing with, any person (including any State governmental agency, body or court) is required for the consummation of

October 26, 2009
Page 5

the transactions contemplated by the Purchase Agreement, the Indenture and the Registration Rights Agreement in connection with the Exchange Guarantees by the Ohio Guarantors, except such as may be required under State securities laws.

          All of the opinions expressed above are subject to the following additional qualifications:

          Our opinions expressed herein are subject to the limitations, if any, of Title 11 U.S.C., as amended, and of the applicable insolvency, reorganization, moratorium, fraudulent dispositions or obligations (R.C. Chapter 1336, and R.C. §1313.56) or other laws affecting the enforcement of creditors’ rights generally and by principles of equity.

          We have not conducted the requisite factual or legal examination and, accordingly, express no opinion as to: (a) the effect or application, if any, of any laws or regulations concerning or promulgated by (i) environmental agencies or authorities, (ii) banks and thrift institutions, insurance companies, and utilities under R.C. Title 49, (iii) securities laws, or (iv) pension plans, retirement plans, employee stock option plans or other employee benefits plans; (b) restrictions attendant to financings of property by public authorities, for example, industrial revenue bond financings; (c) federal and state laws and regulations (other than laws and regulations of the State) concerning filing and notice requirements; (d) any order of any court or other authority directed specifically to any party to the Transaction Documents of which we do not have knowledge; or (e) taxes or tax effects.

          The opinions expressed herein are limited to the laws of the State having effect on the date hereof, and we express no opinion as to the laws of any other jurisdiction. The opinions expressed herein are furnished specifically in connection with the execution and delivery of the Transaction Documents for the benefit of the Company and its permitted successors and assigns. In addition, we consent to (i) the filing of this opinion as an exhibit to the Registration Statement, (ii) the use of the name of our firm under the heading “Legal Matters” contained in the Prospectus included in the Registration Statement and (iii) the reliance on our opinion by Paul, Weiss, Rifkind, Wharton & Garrison LLP for purposes of its opinion to the Company, dated as of the date hereof and which will be filed as Exhibit 5.1 to the Registration Statement. By giving our consent, we do not admit that we come with the category of persons whose consent is required under the Securities Act.

Very truly yours,

/s/ Vorys, Sater, Seymour and Pease LLP

Exhibit A

Good Standing Certificates

Name	Certificate Date
Wendy’s International, Inc., an Ohio corporation	October 26, 2009
Wendy’s Old Fashioned Hamburgers of New York, Inc., an Ohio corporation	October 26, 2009
The New Bakery Co. of Ohio, Inc., an Ohio corporation	October 26, 2009
RTM Indianapolis, LLC, an Ohio limited liability company	October 26, 2009
BDJ 71112, LLC, an Ohio limited liability company	October 26, 2009

EX-5.3

Exhibit 5.3

October 26, 2009

To:	Wendy’s/Arby’s Restaurants, LLC, a Delaware limited liability (the “Company”)
	1155 Perimeter Center West
	Atlanta, Georgia 30338
	Re: Wendy’s of Denver, Inc. and ARG Services, Inc.

Ladies and Gentlemen:

           We have acted as special counsel in the State of Colorado (the “State”) to Wendy’s of Denver, Inc., a Colorado corporation (“Wendy’s of Denver”), and ARG Services, Inc., a Colorado corporation (“ARG Services” and, together with Wendy’s of Denver, the “Colorado Guarantors”), for the purposes of issuing this opinion in connection with the Registration Statement on Form S-4, as amended by Amendment No. 1 and Amendment No. 2 thereto (the “Registration Statement”) filed by the Company and certain of its subsidiaries identified in the Registration Statement (such subsidiaries, the “Guarantors”), including the Colorado Guarantors, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance by the Company of up to $565,000,000 aggregate principal amount of the Company’s 10.00 Senior Notes due 2016 (the “Exchange Notes”) in exchange for up to $565,000,000 aggregate principal amount of the Company’s outstanding 10.00 Senior Notes due 2016 (the “Old Notes”), and the corresponding issuance by the Colorado Guarantors of the guarantees of the Exchange Notes (the “Exchange Note Guarantees”). The Old Notes, Exchange Notes and the Exchange Note Guarantees are governed by the Indenture, dated as of June 23, 2009, among the Company, the Guarantors and U.S. Bank National Association, as trustee, as amended or supplemented as of the date hereof (the “Indenture”).

          For the purposes of rendering this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:

                    (a)The Registration Statement;

                    (b)The Registration Rights Agreement, dated as of June 23, 2009, by and among the Company, and Credit Suisse Securities (USA) LLC, Banc of America Securities LLC, and Citigroup Global Markets, Inc., as representatives of the initial purchasers, and the Guarantors (the “Registration Rights Agreement”);

                    (c)The Indenture, including the portions thereof comprising the Exchange Note Guarantees to be issued by the Colorado Guarantors;

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October 26, 2009
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                    (d)A specimen copy of the form of Exchange Notes to be issued pursuant to the Indenture;

                    (e)A Certificate of the Assistant Secretary of Wendy’s of Denver, dated as of October 26, 2009, certifying (i) that the resolutions of the board of directors dated June 11, 2009, authorizing execution and delivery of the Securities Documents (as defined below) on behalf of Wendy’s of Denver have not been amended or superseded and are in full force and effect, (ii) that Wendy’s of Denver’s articles of incorporation have not been amended or superseded since June 23, 2009, and are in full force and effect, and (iii) that Wendy’s of Denver’s bylaws have not been amended or superseded since June 23, 2009, and are in full force and effect, together with copies of the resolutions, articles of incorporation and bylaws;

                    (f) A Certificate of the Vice President – Corporate Securities Counsel and Assistant Secretary of ARG Services, dated as of October 26, 2009, certifying (i) that the resolutions of the board of directors dated June 11, 2009, authorizing execution and delivery of the Securities Documents (as defined below) on behalf of ARG Services have not been amended or superseded and are in full force and effect, (ii) that ARG Services’ articles of incorporation have not been amended or superseded since June 23, 2009, and are in full force and effect, and (iii) that ARG Services’ bylaws have not been amended or superseded since June 23, 2009, and are in full force and effect, together with copies of the resolutions, articles of incorporation and bylaws; and

                    (g)     Certificates issued by the Secretary of State of the State, dated as of October 26, 2009, certifying that each of the Colorado Guarantors is in good standing with that office (the “Good Standing Certificates”).

          The documents referred to in paragraphs (c) and (d) above are referred to herein together as the “Securities Documents” and the documents referred to in paragraphs (e) and (f) above are referred to herein together as the “Secretary Certificates.” The documents referred to in paragraphs (a) through (g) above are referred to herein collectively as the “Operative Documents.”

          In rendering this opinion, we have assumed (a) the genuineness of all signatures on all documents and instruments; (b) the authenticity of all documents submitted to us as originals; (c) the conformity to originals of all documents submitted as photostatic, electronic or certified copies; (d) the existence of each of the parties to the Securities Documents, other than the Colorado Guarantors, and that each such other party has all the legal capacity, power and authority required for it to enter into the Securities Documents to which it is a party, and to perform its obligations thereunder; (e) that the execution, delivery and performance by each party to the Securities Documents, other than the Colorado Guarantors, has been duly authorized by such party; (f) the due execution and delivery of the Securities Documents by each of the

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parties thereto, other than the Colorado Guarantors; (g) that the Securities Documents are legal, valid and binding obligations of the parties thereto and are enforceable against such parties in accordance with their respective terms; (h) the truth of the representations of each of the Colorado Guarantors made in the Securities Documents; (i) that there are no agreements between any parties that would alter the agreements set forth in the Securities Documents; and (j) that adequate consideration has been given to each of the Colorado Guarantors for its respective execution, delivery and performance of its obligations under the Indenture with respect to its Exchange Note Guarantee.

          Please be advised that as to certain factual matters we have relied on the Secretary Certificates and the Good Standing Certificates. We have undertaken no investigation or verification of such facts other than consulting the records of the Secretary of State of the State to obtain the Good Standing Certificates. We have not reviewed any documents other than the Operative Documents, and the opinions rendered herein are limited accordingly. The opinions expressed herein relate solely to the Operative Documents and not to any other documents, agreements, instruments or exhibits referred to in or incorporated by reference into any of the Operative Documents that are not otherwise part of the Operative Documents.

          Based on the foregoing and subject to the qualifications hereinafter set forth, it is our opinion that:

          1.      Each of the Colorado Guarantors is duly incorporated, validly existing, and in good standing under the laws of the State.

          2.Each of the Colorado Guarantors has all necessary corporate power and authority to execute and deliver the Indenture and to perform its obligations with respect to the Exchange Note Guarantees thereunder.

          3.The execution and delivery by each of the Colorado Guarantors of the Indenture and the performance by it of all of its obligations thereunder have been duly authorized by all necessary corporate action on the part of such Colorado Guarantor, and will not conflict with or result in a breach of any of the terms, conditions, or provisions of the articles of incorporation or bylaws of such Colorado Guarantor.

          4.The Indenture has been duly executed and delivered by each of the Colorado Guarantors.

          5.The execution and delivery by each of the Colorado Guarantors of the Indenture, and the performance by each of the Colorado Guarantors of its obligations under and the compliance with the terms and conditions of, the Exchange Note Guarantees under the Indenture do not violate any statutes or regulations of the State that customarily are applicable to business corporations generally or the types of transactions contemplated by the Securities Documents.

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          The opinions expressed above are subject to the following qualifications and limitations:

          We express no opinion as to the laws of any jurisdiction other than the laws of the State in effect on the date hereof. We assume no obligation to supplement this opinion if any applicable laws change after the date of this opinion, or if we become aware of any facts that might change the opinions expressed above after the date of this opinion.

          The opinions expressed in this letter are strictly limited to the matters stated herein, and no other opinions may be implied. This opinion is provided as a legal opinion only, effective as of the date of this letter and not as representations of fact. We understand that the addressees have made such independent investigations of the facts as the addressees deemed necessary, and that the determination of the extent of those investigations of fact that are necessary has been made independent of this opinion letter.

          The opinions expressed in this letter have been prepared for your use in connection with the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving our consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act. We further consent to the reliance by Paul, Weiss, Rifkind, Wharton & Garrison LLP upon the paragraphs of this opinion upon which it needs to rely in order to render its opinion with respect to the Exchange Notes and Exchange Note Guarantees and the transactions contemplated by the Indenture and the Registration Statement to the extent related to the Colorado Guarantors, a copy of which opinion letter is filed as an exhibit to the Registration Statement, and for no other purpose.

Very truly yours,

/s/ Holland & Hart LLP

EX-5.4

Exhibit 5.4

HUNTON & WILLIAMS LLP 1111 BRICKELL AVENUE SUITE 2500 MIAMI, FLORIDA 33131-1802
TEL	305 • 810 • 2500
FAX	305 • 810 • 2460

October 26, 2009

VIA EMAIL AND FEDEX

Wendy’s/Arby’s Restaurants, LLC
1155 Perimeter Center West
Atlanta, Georgia 30338

Re:      Form S-4 Registration Statement

Ladies and Gentlemen:

     We have acted as special Florida counsel to Wendy’s of N.E. Florida, Inc., a Florida corporation (“Wendy’s Florida”), which is an indirect subsidiary of Wendy’s/Arby’s Restaurants, LLC (the “Company”), in connection with Wendy’s Florida’s guarantee (the “Wendy’s Florida Notes Guarantee”) of $565,000,000 of 10.00% Senior Notes Due 2016 (the “Exchange Notes”) to be issued by the Company pursuant to a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), to be filed with the Securities and Exchange Commission (the “SEC”) of even or approximately even date herewith. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings accorded such terms in that certain Purchase Agreement (the “Purchase Agreement”), dated June 18, 2009, between the Company, the Guarantors (as defined therein), and the Purchasers set forth therein.

     The Exchange Notes and the Wendy’s Florida Notes Guarantee are to be issued in exchange for an equal aggregate principal amount of the Company’s outstanding Senior Notes Due 2016 (the “Old Notes”), and the guarantees thereof by the Guarantors, pursuant to the Registration Statement (the “Exchange Offer”). The Exchange Notes and the Wendy’s Florida Notes Guarantee are to be issued pursuant to the terms of an Indenture, dated June 23, 2009 (the “Indenture”), as supplemented by the Supplemental Indenture dated July 8, 2009, by and among the Company, the Guarantors and the Trustee (as defined therein), which is filed as Exhibit 4.1 and 4.2

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to the Registration Statement. The Indenture is to be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

     In our capacity as counsel to Wendy’s Florida, we have examined the following documents:

     The loan documents identified as items A-1 through A-6 (individually and collectively, the “Opinion Documents”):

     A-1. The Registration Statement.

     A-2. The Indenture.

     A-3. The Purchase Agreement.

     A-4. The Registration Rights Agreement dated as of June 23, 2009 (the “Registration Rights Agreement”) by and among the Company, the Guarantors and the Purchasers, which is filed as Exhibit 4.3 to the Registration Statement.

     A-5. The Form of Exchange Note attached as Exhibit A to the Indenture.

     A-6 The Guarantee referenced in Section 2 of the Form of Exchange Note attached as Exhibit A to the Indenture.

     B. A copy of the Certificate of Corporate Resolutions, Corporate Status and Incumbency for Wendy’s Florida.

     C. A copy of the Certificate of Good Standing for Wendy’s Florida from the Secretary of State of Florida, dated as of October 23, 2009.

     D. A copy of the Articles of Incorporation for Wendy’s Florida.

     E. A copy of the Bylaws for Wendy’s Florida.

     F. Certificate of Wendy’s Florida as to Certain Factual Matters dated as of October 26, 2009 (the “Backup Certificate”).

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     Items B through F are collectively herein referred to as the “Organizational Documents”.

     We have not participated in the preparation of the Registration Statement. We have examined no other documents or instruments and are relying solely on the Opinion Documents and the Organizational Documents in rendering the opinions set forth in this letter, subject to the limitations, assumptions and qualifications set forth below.

     As to factual matters, we have relied upon, without independent investigation, and have assumed the correctness of, the representations, warranties and statements made in the Opinion Documents and upon the certificates and documents referenced above. Without limiting the generality of the foregoing, for purposes of our opinions below, we have not searched any electronic or other databases, nor have we conducted a lien search nor have we conducted a search of the dockets of any court or administrative or other regulatory agency.

     In rendering the opinions expressed in this letter, we have assumed, and do not express an opinion with respect to (a) the power of each party to the agreements and documents submitted to us (other than Wendy’s Florida) to execute, deliver and perform such agreements and documents, (b) the due authorization of the execution, delivery and performance of each agreement and document submitted to us by each party thereto (other than Wendy’s Florida), (c) the validity and binding nature of each agreement and document submitted to us on each party thereto (other than Wendy’s Florida), (d) the genuineness of all signatures not witnessed by us and the authority of all persons signing each of the agreements and documents examined by us on which a signature appears (other than the authority of the officers of Wendy’s Florida to execute and deliver the Opinion Documents), (e) the accuracy, completeness and authenticity of all documents submitted to us as originals, (f) the conformity to original documents of all documents submitted to us as certified or photostatic copies and that each such document has been duly executed and delivered by each party thereto pursuant to due authorization (other than the due execution and delivery by Wendy’s Florida), (g) the veracity of all documents, affidavits and certificates submitted to us, (h) the legal capacity of natural persons, and (i) the valid existence and good standing of all parties to the Opinion Documents (other than the valid existence and good standing of Wendy’s Florida).

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     In rendering the opinions expressed in this letter, we do not express an opinion with respect to the following and we have assumed that (i) there have been no further modifications to the documents described above, (ii) the execution and delivery of the Opinion Documents is free from any fraud, unconscionability, misrepresentation, mistake of fact, duress or criminal activity, (iii) there are no other documents or agreements among the Purchasers, the Company, Wendy’s Florida and/or the other Guarantors which would expand, modify or otherwise alter the respective obligations and rights of the parties to the Opinion Documents, (iv) in the event the Purchasers ever seek to enforce their rights under the Opinion Documents, such Purchasers will not themselves be in breach thereof nor will any applicable statute of limitations have expired, (v) the Purchasers shall act in a commercially reasonable manner and in compliance with all laws applicable to the such Purchasers, (vi) valid and adequate consideration has been received in connection with the transactions contemplated by the Opinion Documents, and (vii) the Exchange Securities will be offered and sold in a transaction registered with the SEC in accordance with the Securities Act. We have also assumed, without investigation, that all conditions precedent to closing the transactions contemplated by the Opinion Documents have been satisfied in all material respects.

     We express no opinion with respect to: (i) any federal or state securities laws or regulations; (ii) any federal, state, or local tax matters; or (iii) any racketeering or criminal or civil forfeiture, or with respect to any ordinance, regulation or other provision of law relating thereto made by any county, municipality or other local political subdivision or by any agency or instrumentality thereof.

     We note that each of the Opinion Documents (other than the Registration Statement) purport to be governed by New York law. Florida courts have upheld contractual choice of law provisions and applied and enforced the law of a foreign jurisdiction if the foreign jurisdiction has a normal and reasonable relation to the transaction. The factors a Florida court would consider in determining whether to enforce the choice of law provisions in the Opinion Documents are, among other things, whether the Purchasers have a place of business in New York, whether material decisions regarding the transactions contemplated by the Opinion Documents are made in New York, and whether the issuance and sale of securities contemplated by the Opinion Documents occurred in New York.

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     We have investigated such questions of law for the purpose of rendering this opinion as we have deemed necessary. However, while certain members of this firm are admitted to practice in other jurisdictions, in this opinion letter we do not express any opinion covering any law other than the laws of the State of Florida.

     Subject to the assumptions and qualifications set forth above and based upon our review of the listed documents, we are of the opinion that:

1.	Wendy’s Florida (i) is a corporation duly organized, validly existing and, based solely on a certificate on a certificate of good standing from the Secretary of State of Florida, is in good standing under the laws of Florida, and (ii) has the power and authority to execute, deliver and perform its obligations under the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Form of Exchange Note and the Guarantee referenced in Section 2 of the Form of Exchange Note.
2.	Each of the Indenture, the Registration Rights Agreement and the Purchase Agreement has been duly authorized, executed and delivered by Wendy’s Florida.
3.	The Guarantee to be endorsed on the Exchange Notes by Wendy’s Florida has been duly authorized; and when (i) the Registration Statement has been declared effective by the SEC under the Securities Act, (ii) the Indenture has been duly qualified under the Trust Indenture Act, (iii) the pertinent provisions of such “blue-sky” as may be applicable have been complied with, (iv) the Exchange Notes have been executed by a duly authorized officer of the Company, (v) the Exchange Notes have been duly authenticated by the Trustee in accordance with the terms of the Indenture and issued and delivered in exchange for the Old Notes in accordance with the Registration Rights Agreement and the terms set forth in the prospectus that is included in the Registration Statement, and (vi) all of the Guarantors have executed their respective guarantees in connection with the Exchange Notes, the Exchange Notes will have been validly executed and delivered by Wendy’s Florida.
4.	The execution, delivery, issuance and sale of the Exchange Notes by the Company in compliance with the terms and provisions of the Registration

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Page 6

	Rights Agreement will not conflict with or violate any of the terms and provisions of the articles of incorporation or bylaws of Wendy's Florida.
5.	Wendy's Florida's execution of and delivery of the Indenture, the Purchase Agreement and the Registration Rights Agreement did not conflict with or violate, and Wendy’s Florida’s compliance with the terms of and performance its obligations under the Indenture, the Purchase Agreement and the Registration Rights Agreement does not conflict with or violate: (i) any of the terms and provisions of the articles of incorporation or bylaws of Wendy Florida; or (ii) any statutes or regulations of the State of Florida that customarily are applicable to business corporations generally or the types of transactions contemplated by the Indenture, Registration Rights Agreement and Purchase Agreement.
6.	No consent, approval, authorization, or order of or registration or filing with any governmental agents or body or authority was required for the execution and delivery by Wendy’s Florida of the Opinion Documents, and none is required for the performance by Wendy’s Florida of, its individual obligations described in the Opinion Documents, except such as may be required under: (i) federal or state securities laws, (ii) an order of the Commission declaring effective the Registration Statement, (iii), if required, the Shelf Registration Statement, or (iv) the Trust Indenture Act.

     The opinions set forth herein are limited to the matters stated in this letter and are for the use of the Company in connection with the referenced transaction. Paul, Weiss, Rifkind, Wharton & Garrison LLP may rely upon this opinion for its opinion, dated as of the date hereof, which will be filed as Exhibit 5.1 to the Registration Statement. No opinions may be implied or inferred beyond the matters expressly stated in this letter. The opinions expressed in this letter are based on the law as in effect on the date of this letter and are subject to any change in such law, including judicial and administrative interpretations, which may occur or be reported subsequent to the date of this letter and we assume no obligation to advise you of any such changes after the date of this letter.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus contained therein under the

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caption “Legal Matters.” In giving such consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ HUNTON & WILLIAMS LLP

EX-5.5

Exhibit 5.5

[BUTZEL LONG LETTERHEAD]

October 26, 2009

Wendy's/Arby's Restaurants, LLC
1155 Perimeter Center West
Atlanta, Georgia 30338

Ladies and Gentlemen:

     We have acted as counsel to Sybra, LLC, a Michigan limited liability company (“Sybra”) in connection with its guaranty (the “Guarantee”) of the 10.00% Senior Notes due 2016 (the “Exchange Notes”) of Wendy’s/Arby’s Restaurants, LLC, a Delaware limited liability company (“Wendy’s/Arby’s”) offered pursuant to a Registration Statement (the “Registration Statement”) on Form S-4 of Wendy’s/Arby’s, Sybra and the other subsidiaries of Wendy’s/Arby’s named as guarantors (collectively with Sybra, the “Guarantors”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”). We are rendering this Opinion to you at the request of Sybra. The Exchange Notes will be issued pursuant to the Indenture dated as of June 23, 2009, among Wendy’s/Arby’s, the Guarantors and U.S. Bank National Association, as trustee, as supplemented by the Supplemental Indenture dated as of July 8, 2009 (collectively, the “Indenture”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Indenture

     In rendering the opinions set forth herein, we have examined the following agreements and documents (collectively, the “Transaction Documents”):

(a)	The Registration Statement
(b)	The Indenture, which, without limitation, includes in Article 10 thereof the Guarantee of Sybra.
(c)	The form of Exchange Note attached to the Indenture as Exhibit A thereto.
(d)	The Registration Rights Agreement.

     We have also examined (i) the Articles of Organization of Sybra, in the form certified by the Michigan Department of Energy, Labor and Economic Growth on October 22, 2009 (“Sybra’s Articles”), (ii) the Limited Liability Company Operating Agreement of Sybra, in the form certified in the Certificate of Robert Q. Jones, Jr., referenced below (“Sybra’s Operating Agreement”), (iii) the records of the proceedings of Sybra in connection with the transactions contemplated by the Purchase Agreement, and (iv) such other documents and records, and made such examination of law, as we have deemed necessary in connection with the opinions expressed herein.

     In rendering this opinion, we have examined and relied upon the representations and warranties as to factual matters contained in and made pursuant to the Transaction Documents by the various parties and we have assumed the genuineness and authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies and the genuineness of all signatures thereon (other than those of Sybra); the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents (except the due authorization, execution and delivery by Sybra of the Transaction Documents to which it is a party), where authorization, execution and delivery are prerequisites to the effectiveness of such documents. We have also assumed that all individuals executing and delivering documents had the legal capacity as individuals to so execute and deliver; that the Transaction Documents are enforceable in accordance with their terms; and that there are no extrinsic agreements or understandings among the parties to the Transaction Documents that would modify or interpret the terms of one or more of the Transaction Documents or the respective rights or obligations of the parties thereunder; and that the Exchange Notes will be issued as described in the Registration Statement, substantially in the form attached to the Indenture as Exhibit A with inclusion of the appropriate alternative language as indicated therein and completion of any information omitted therefrom.

     Based upon the foregoing, a Certification to Butzel Long of even date herewith executed and delivered to us by Robert Q. Jones, Jr., Vice President – Corporate and Securities Counsel and Assistant Secretary of Sybra, upon which we have relied for certain factual matters, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:

     1. Sybra (i) is existing and in good standing under the laws of the State of Michigan, and (ii) has the requisite company power and authority to execute, deliver and perform its obligations under the Transaction Documents.

     2.The Indenture has been duly authorized, executed and delivered by Sybra and the Guarantee has been duly authorized by Sybra and has been duly executed and delivered by Sybra by virtue of its execution and delivery of the Indenture.

     3.The execution, delivery and performance of the Transaction Documents (including the Guarantee) and the issuance of the Exchange Notes and Guarantee will not result in a breach or violation of any of the terms and provisions of Sybra’s Articles of Organization or Sybra’s Operating Agreement, or in a breach or violation by Sybra of any statute, rule or regulation of any governmental agency or body of the State of Michigan applicable to Sybra.

     4.No consent, approval, authorization or order of, or filing with, any person (including any governmental agency or body or any court) is required for the consummation by Sybra of the transactions contemplated by the Transaction Documents in connection with the offering and issuance of the Guarantee by Sybra, except such as may be required under state securities laws and except for the order of the Commission declaring effective the Registration Statement.

     The foregoing opinions are qualified as follows:

     A.Our opinion that Sybra is existing and in good standing under the laws of the State of Michigan is based solely on a certificate to such effect, dated October 22, 2009, issued by the Michigan Department of Energy, Labor & Economic Growth.

     B.We express no opinion as to the enforceability of any of the Transaction Documents.

     C.We express no opinion as to the compliance of the Registration Statement and the offering of the Notes thereunder with the Securities Act or any state securities law.

     We are members of the Bar of the State of Michigan and we do not express any opinion herein concerning any law other than the laws of the State of Michigan.

     This opinion letter is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

     This letter speaks only as of the date hereof and is limited to those statutes, regulations and administrative and judicial interpretations existing on the date hereof. We undertake no responsibility to update or supplement this letter after the date hereof.

     We hereby consent to the inclusion of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the Prospectus included in the Registration Statement, but in giving this consent we do not admit that we are within the category of persons whose consent is required by the Securities Act. We further consent to the reliance on our opinion letter by Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to Wendy’s/Arby’s, for purposes of its opinion letter filed as Exhibit 5.1 to the Registration Statement.

Very truly yours,
BUTZEL LONG

/s/ Butzel Long

EX-5.6

Exhibit 5.6

October 26, 2009

Wendy’s/Arby’s Restaurants, LLC
1155 Perimeter Center West
Atlanta, GA 30338

Ladies and Gentlemen:

     We have acted as special Indiana counsel to RTM Mid-America, LLC, an Indiana limited liability company (the “Indiana Subsidiary”), which is an indirect wholly-owned subsidiary of Wendy’s/Arby’s Restaurants, LLC, a Delaware limited liability company (the “Company”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of the Company, the Indiana Subsidiary and the other subsidiaries of the Company named therein as guarantors (collectively with the Indiana Subsidiary, the “Guarantors”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”), relating to the registration under the Act of the Company’s $565,000,000 aggregate principal amount of 10.00% Senior Notes due 2016 (the “Exchange Notes”) and the guarantees of the Exchange Notes by the Guarantors (the “Guarantees”).

     The Exchange Notes and the Guarantees are to be offered in exchange for the Company’s outstanding $565,000,000 aggregate principal amount of 10.00% Senior Notes due 2016 (the “Initial Notes”) and the guarantees of the Initial Notes by the Guarantors. The Exchange Notes and the Guarantees will be issued by the Company and the Guarantors in accordance with the terms of the Indenture, dated as of June 23, 2009, among the Company, the Guarantors and U.S. Bank National Association, as trustee, as supplemented by the Supplemental Indenture, dated as of July 8, 2009 (the “Indenture”).

     Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Indenture. This opinion is delivered to you at the request of the Indiana Subsidiary.

     In rendering the opinion set forth herein, we have reviewed or examined copies of the following documents:

     1.the Articles of Conversion and Limited Liability Company Operating Agreement of the Indiana Subsidiary (the “LLC Organization Documents”);

     2.the fully executed Indenture, which contains the Guarantee of the Exchange Notes by the Indiana Subsidiary;

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Page 2

3.	the fully executed Registration Rights Agreement;
4.	the Registration Statement;
5.	a Secretary’s Certificate (with all exhibits) dated as of June 23, 2009 executed by the Secretary of the Indiana Subsidiary;
6.	Certificate of Existence issued by the Indiana Secretary of State with respect to the Indiana Subsidiary dated October 22, 2009 (the “Certificate of Existence”); and
7.	such other agreements, instruments and documents, as we have deemed necessary or appropriate to enable us to render the opinions expressed below.

     The Indenture, the Registration Rights Agreement and the Registration Statement are hereinafter collectively referred to as the “Indiana Subsidiary Transaction Documents.”

     Additionally, as to factual matters we have examined and relied upon, with your consent, originals or copies, certified to our satisfaction, of certificates of public officials and officers or other representatives of the Indiana Subsidiary, and we have made such inquiries of officers or other representatives of the Indiana Subsidiary, as we have deemed relevant or necessary, as the basis for the opinions set forth herein.

     In rendering the opinions expressed below, we have, with your consent assumed: (a) the genuineness of the signatures of all persons signing the Indiana Subsidiary Transaction Documents; (b) that the Indiana Subsidiary Transaction Documents have been duly executed and delivered by all parties thereto (other than the Indiana Subsidiary); (c) that all documents submitted to us as originals or duplicate originals are authentic; (d) that all documents submitted to us as copies, whether certified or not, conform to authentic original documents; (e) the accuracy and completeness of all certificates and other statements, documents, and records reviewed by us; (f) the accuracy and completeness of all representations, warranties, schedules and exhibits contained in the Indiana Subsidiary Transaction Documents and in the other documents referenced in the Indiana Subsidiary Transaction Documents which have been examined or reviewed by us in connection with the rendering of the opinions expressed herein; (g) that all parties to the documents reviewed by us (other than the Indiana Subsidiary) are duly organized, validly existing and in good standing under the laws of those jurisdictions in which they are purported to be organized, and have full power and authority to execute, deliver, and perform their duties under such documents and all such documents have been duly authorized, executed, and delivered by such parties; and (h) the Exchange Securities will be issued, executed and delivered by the Company and authenticated in accordance with the terms of the Indenture.

     Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that:

     1.Based solely upon our review of the Certificate of Existence, the Indiana Subsidiary is a limited liability company organized and existing under the laws of the State of

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Page 3

Indiana. The Indiana Subsidiary has full power and authority to execute, deliver and perform its obligations under the Indiana Subsidiary Transaction Documents.

     2.The execution, delivery and performance by the Indiana Subsidiary of the Indiana Subsidiary Transaction Documents and the transactions contemplated thereby (including, but not limited to, the Guarantee of the Indiana Subsidiary) have been duly authorized by all necessary organizational action by the Indiana Subsidiary; and the Indiana Subsidiary Transaction Documents have been duly executed and delivered by the Indiana Subsidiary.

     3.Neither the execution, delivery and performance by the Indiana Subsidiary of the Indiana Subsidiary Transaction Documents nor the issuance of the Guarantee by the Indiana Subsidiary in accordance with the Indiana Subsidiary Transaction Documents will: (a) violate any provision of the LLC Organizational Documents; or (b) violate any Indiana law, rule or regulation or any order known by us to be applicable to the Indiana Subsidiary of any governmental agency or body of the State of Indiana, or court of the State of Indiana having jurisdiction over the Indiana Subsidiary or its properties.

     4.No consent, approval, authorization or order of, or filing with, any governmental agency or body of the State of Indiana, or any court of the State of Indiana having jurisdiction over the Indiana Subsidiary or its properties, is required under any Indiana law, rule or regulation or any order known by us to be applicable to the Indiana Subsidiary for the consummation by the Indiana Subsidiary of the transactions contemplated by the Indiana Subsidiary Transaction Documents in connection with the offering, issuance and sale of the Exchange Notes and the Guarantees by the Company and the Guarantors, except such as may be required under securities laws of the State of Indiana (as to which we express no opinion).

     The foregoing opinions are subject to the following qualifications and limitations:

A)	The opinions expressed herein are based on and limited to the internal laws of the State of Indiana, and we express no opinion with respect to the laws of any other state or jurisdiction.
B)	The opinions expressed herein are based upon the facts in existence and the laws in effect on the date hereof, and we expressly disclaim any obligation to update such opinions, regardless of whether changes in such facts or law come to our attention after the delivery hereof.
C)	We express only those opinions directly stated herein, and any opinions by implication or inference are expressly disclaimed.
D)	We express no opinion whatsoever as to any document, instrument, agreement or matter or the content thereof which is incorporated by reference into the Indiana Subsidiary Transaction Documents and which is not specifically identified on the list of documents stated to have been received by us in connection with the rendering of this opinion.

Wendy’s/Arby’s Restaurants, LLC
October 26, 2009
Page 4

E)

We have not reviewed, and do not opine as to, the existence or impact of any applicable anti-trust or unfair competition laws, employment laws, securities or “blue sky” laws, banking laws, or laws pertaining to the taxation of income or revenues.

F)

Our opinions relating to compliance with laws and required consents and filings pertain only to the statutes, rules and regulations of the State of Indiana and state agencies thereof that apply generally to business entities and do not address any applicable local zoning, health, safety, building, environmental, land use or subdivision laws, ordinances, codes, rules, or regulations, as to which we render no opinion.

     This opinion may be relied upon by you in connection with the matters set forth herein. We consent to reliance upon this letter by Paul, Weiss, Rifkind, Wharton & Garrison LLP for purposes of rendering its opinion of even date herewith and filed as Exhibit 5.1 to the Registration Statement. We also consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading “Legal Matters” in the Prospectus included in the Registration Statement. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Barnes & Thornburg LLP

EX-5.7

Exhibit 5.7

October 26, 2009

Wendy’s/Arby’s Restaurants LLC
1155 Perimeter Center West
Atlanta, Georgia 30338

Re: Arby’s IP Holder Trust

Ladies and Gentlemen:

          We have acted as special Delaware counsel to Arby’s IP Holder Trust, a Delaware statutory trust (the “Trust”) created by the Trust Agreement, dated as of August 7, 2000, as amended and restated by the Second Amended and Restated Trust Agreement, dated as of July 25, 2005 (as amended and restated, the “Trust Agreement”), between Wilmington Trust Company, a Delaware banking corporation (“Wilmington Trust”), and Arby's Restaurant Group, Inc., a Delaware corporation, as successor to Arby’s Holdings, LLC in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Wendy’s/Arby’s Restaurants, LLC, a Delaware limited liability company (the “Company”), the Trust and other subsidiaries of the Company named therein as guarantors (collectively with the Trust, the “Guarantors”). This opinion is being delivered pursuant to your request. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Trust Agreement or the Purchase Agreement, dated as of June 18, 2009 (the “Purchase Agreement”), among the Company, Credit Suisse Securities (USA) LLC, Banc of America Securities LLC, Citigroup Global Markets Inc. and the Guarantors, except that reference herein to any document shall mean such document as in effect on the date hereof.

          We have examined originals or copies of the following documents:

          (a)The Trust Agreement;

          (b)The Registration Statement;

          (c)The Purchase Agreement;

          (d)The Indenture;

          (e)The Registration Rights Agreement (along with (c) and (d), collectively referred to herein as the “Trust Documents”);

Wendy’s/Arby’s Restaurants LLC
October 26, 2009
Page 2

          (f)A form of the Exchange Notes, including the Note Guaranty referenced therein (each as defined in the Indenture and referred to herein as the “Exchange Securities”);

          (g)     The resolutions of the sole Certificateholder of the Trust, which were adopted on June 10, 2009 (the “Certificateholder Resolutions”);

          (h)A certificate of the Secretary of the Trust with respect to the incumbency of the officers who signed the Trust Documents and certain other matters;

          (i)      A certified copy of the certificate of trust of the Trust which was filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on August 7, 2000, as amended by the certificate of amendment to certificate of trust, as filed with the Secretary of State on January 29, 2002, as corrected by the certificate of correction of certificate of amendment filed with the Secretary of State on March 9, 2009 (as corrected, the “Certificate of Trust”); and

          (j)A Certificate of Good Standing for the Trust, dated October 23, 2009, obtained from the Secretary of State.

          For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (j) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (j) above) that is referred to in or incorporated by reference into any document reviewed by us, and we have assumed that there exists no provision of any such other document that bears upon or is inconsistent with our opinions as expressed herein. We have conducted no independent factual investigation of our own but have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

          Based upon the foregoing and upon an examination of such questions of law as we have deemed necessary or appropriate, and subject to the assumptions, exceptions and qualifications set forth herein, we advise you that, in our opinion:

          1.     The Trust has been duly formed and is validly existing and in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, etseq. (the “Act”), and has the power and authority to execute, deliver and perform its obligations under the Trust Documents and the Registration Statement.

          2.     The Trust Documents have been duly authorized, executed and delivered by the Trust and the Trust has duly authorized the execution and filing of the Registration Statement.

          3.     The execution, delivery and performance of the Trust Documents, and the issuance and sale of the Exchange Securities and compliance with the terms and provisions

Wendy’s/Arby’s Restaurants LLC
October 26, 2009
Page 3

thereof will not result in a breach or violation of any of the terms and provisions of the Trust Agreement or any statute, rule, or regulation of the State of Delaware applicable to the Trust.

          4.     No consent, approval, authorization or order of, or filing with, any Delaware person (including any governmental agency or body or any court), other than the approval of the Certificateholder which has been provided in the Certificateholder Resolutions, is required with respect to the Trust (i) for the consummation by the Trust of the transactions contemplated by the Trust Documents or (ii) in connection with the offering, issuance and sale of the Exchange Securities by the Company.

          The foregoing opinions are subject to the following exceptions, qualifications and assumptions:

          A.     We are admitted to practice law in the State of Delaware and we do not hold ourselves out as being experts on the law of any other jurisdiction. The foregoing opinions are limited to the laws of the State of Delaware currently in effect. We express no opinion with respect to (i) federal laws, including without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, and the Investment Company Act of 1940, as amended, (ii) state insurance, tax, securities or blue sky laws or (iii) laws, rules and regulations relating to the particular nature of the Trust assets.

          B.     We have assumed (i) except to the extent provided in paragraph 1 above, the valid existence of each party to the documents examined by us under the laws of the jurisdiction governing its organization, (ii) except to the extent provided in paragraph 1 above, that each party has the power and authority to execute and deliver, and to perform its obligations under, the documents examined by us, (iii) the legal capacity of natural persons who are signatories to the documents examined by us, (iv) except to the extent provided in paragraph 2 above, that each party has duly authorized, executed and delivered the documents examined by us, (v) that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and was permitted by, the relevant provisions of said document prior to its amendment or restatement from time to time, (vi) that the Trust Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including, without limitation, the creation, operation and termination of the Trust, and that the Trust Agreement and the Certificate of Trust are in full force and effect and have not been amended, (vii) except to the extent provided in paragraphs 3 and 4 above, that the execution, delivery and performance of the documents examined by us by each of the parties thereto does not and will not violate or require any consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action under, any agreement, indenture or instrument to which it is a party or by which it is bound or any provision of any law, rule, regulation, judgment, order, writ, injunction or decree of any court or governmental authority applicable to it or any of its property and (viii) that the Trust derives no income from or connected with sources within the State of Delaware and has no assets, activities (other than having a trustee and the filing of documents with the Secretary of State) or employees in the State of Delaware.

Wendy’s/Arby’s Restaurants LLC
October 26, 2009
Page 4

          C.     We have assumed that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic, and that all documents submitted to us as copies conform with the originals, which facts we have not independently verified.

          D.     We express no opinion as to the creation, attachment, perfection or priority of any mortgage or security interest or the nature or validity of title to any property.

          This opinion may be relied upon by you in connection with the matters set forth herein. We consent to reliance upon this letter as to matters of Delaware law by Paul, Weiss, Rifkind, Wharton & Garrison LLP in its capacity as counsel to the Company in rendering its opinion on even date herewith. We also consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading “Legal Matters” in the Prospectus included in the Registration Statement. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

EAM/AXR

EX-5.8

Exhibit 5.8

October 26, 2009

Wendy’s/Arby’s Restaurants, LLC (the Company”)
1155 Perimeter Center West
Atlanta, Georgia 30338

Ladies and Gentlemen:

          We have acted as special counsel in the State of Alabama (the “State”) to RTM Alabama, LLC, an Alabama limited liability company, and RTM Gulf Coast, LLC, an Alabama limited liability company (each referred to herein as an “Alabama Guarantor” and sometimes collectively referred to herein as the “Alabama Guarantors”), both being indirect subsidiaries of the Company, in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of the Company , the Alabama Guarantors, and the other subsidiaries of the Company named therein as guarantors (collectively, the “Subsidiary Guarantors”, and together with the Alabama Guarantors, the “Guarantors”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). The Registration Statement relates to the registration under the Act of the Company’s $565,000,000 aggregate principal amount of 10.00% Senior Notes due 2016 (the “Exchange Notes”) and the guarantees of the Exchange Notes by the Guarantors (the “Guarantees”).

          The Exchange Notes and the Guarantees are to be offered in exchange for the Company’s outstanding $565,000,000 aggregate principal amount of 10.00% Senior Notes due 2016 (the “Initial Notes”) and the guarantees of the Initial Notes by the Guarantors. The Exchange Notes and the Guarantees will be issued by the Company and the Guarantors in accordance with the terms of the Indenture, dated as of June 23, 2009, among the Company, the Guarantors, and U.S. Bank National Association, as trustee, as supplemented by the Supplemental Indenture, dated as of July 8, 2009 (the “Indenture”).

          We have been asked to deliver this opinion at the request of the Alabama Guarantors. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings accorded such terms in the Registration Statement.

          1.      Documents Reviewed. In rendering the opinions expressed below, we have examined executed facsimile or emailed copies of the following documents:

          (a)      the Registration Statement;

          (b)the Indenture, including as an exhibit thereto the form of Exchange Note, included as Exhibits 4.1 and 4.3 to the Registration Statement; and

          (c)the Registration Rights Agreement, dated as of June 23, 2009 (the “Registration Rights Agreement”), among the Company, the Guarantors and the initial purchasers named therein, included as Exhibit 4.2 to the Registration Statement;

          (d)the Purchase Agreement, dated as of June 18, 2009, among Wendy’s/Arby’s Restaurants, LLC, the Guarantors party thereto and the initial purchasers named therein.

          (e)as to the factual matters set forth therein only, the Omnibus Secretary’s Certificate of Certain Subsidiaries of Wendy’s/Arby’s Restaurants, LLC dated as of June 23, 2009 (the “Secretary’s Certificate”);

          (f)the Articles of Organization for each of the Alabama Guarantors, certified as of October 23, 2009, by the Alabama Secretary of State with respect to the existence of each of the Alabama Guarantors (collectively, the “Articles of Organization”) and the operating agreements for the Alabama Guarantors (the “Operating Agreements”);

          (g)the Certificates, dated October 23, 2009, for each of the Alabama Guarantors issued by the Alabama Secretary of State with respect to the existence of the Alabama Guarantors, and the Certificates, dated October 26, 2009, for each of the Alabama Guarantors issued by the Alabama Department of Revenue with respect to the good standing of the Alabama Guarantors (collectively, the “Certificates of Existence and Good Standing”); and

          (h)as to the factual matters set forth therein only, the Certificate to Counsel dated as of October 26, 2009, from the incumbent Vice President -Corporate and Securities Counsel and Assistant Secretary of each of the Alabama Guarantors (such certificate, the “Opinion Certificate”).

          2.      Assumptions. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified, emailed, faxed, or photostatic copies and the authenticity of the originals of such faxed, emailed, or photostatic documents. We have not reviewed any organizational documents of the Alabama Guarantors other than the Articles of Organization, the Operating Agreements, the Secretary’s Certificate, and the Certificates of Existence and Good Standing, and we assume that these organization documents are true, accurate, and complete in all material respects. We have also assumed that (i) each natural person executing any of the documents set forth in Section 1(a)-(d) above (hereinafter referred to as the “Opinion Documents”) is legally competent to do so, and (ii) the obligations of all parties to the Opinion Documents are legal, valid, and binding obligations of such parties, enforceable in accordance with their respective terms.

          3.      Opinions. Based on the foregoing, and subject to the conditions, limitations, assumptions, and qualifications stated herein, we are of the opinion that:

          (a)      Each of the Alabama Guarantors is a limited liability company duly organized, validly existing, and in good standing under the laws of the State and has the organizational power to execute, deliver and perform its obligations under the Registration Statement, the Indenture, the Registration Rights Agreement and the Guarantees.

          (b)      The Registration Statement, the Indenture, the Registration Rights Agreement, and the Purchase Agreement have been duly authorized, executed, and delivered by the Alabama Guarantors.

          (c)      The Guarantees endorsed on the Initial Notes by each of the Alabama Guarantors has been duly authorized, executed, and delivered by each such Guarantor and the Guarantees to be endorsed on the Exchange Notes by each of the Alabama Guarantors has been duly authorized by such Alabama Guarantor and, when issued, will have been duly executed and delivered by each such Guarantor.

          (d)      The execution, delivery, and performance of the Registration Agreement, the Indenture, the Purchase Agreement, and the Registration Rights Agreement by the Alabama Guarantors, and the issuance and sale of the Guarantees and compliance with the terms and provisions thereof by the Alabama Guarantors, will not result in a breach or violation of any of the terms and provisions of the Articles of Organization or the Operating Agreement of the Alabama Guarantors or any statute, rule, or regulation of the State, or to our knowledge, any order of any governmental agency or body or any court having jurisdiction over the Alabama Guarantors or any of their properties.

          (e)      No consent, approval, authorization, or order of, or filing with, any person (including any governmental agency or body or any court) is required in the State for the consummation by the Alabama Guarantors of the transactions contemplated by the Registration Statement, the Indenture and the Registration Rights Agreement in connection with the offering, issuance, and sale of the Exchange Notes and Guarantees by the Company and the Guarantors, except such as may be required under state securities laws.

          4.      Consent. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of the name of Burr & Forman LLP under the heading “Legal Matters” contained in the Prospectus included in the Registration Statement.

          5.      Qualifications and Limitations. The opinions set forth herein are also subject to the following qualifications and limitations:

          (a)      The opinions herein are limited to the laws of the State, and we express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction. Unless specifically addressed in this opinion letter, the following matters, including their effects and the effects of noncompliance, are not covered by implication or otherwise in this opinion letter: (i) local laws, codes and ordinances; (ii) tax laws; (iii) state and federal securities laws and (iv) antitrust laws.

          (b)By rendering our opinions, we do not undertake to advise you of any changes in law or facts which may occur after the date hereof.

          (c)      This letter is furnished to the Company, and its successors and/or assigns, and may be relied upon by Paul, Weiss, Rifkind, Wharton & Garrison LLP for purposes of its opinion letter to the Company, which will be dated the date of initial filing of the Registration Statement and will be filed as Exhibit 5.1 to the Registration Statement, and is for their benefit in connection with the transactions contemplated by the Opinion Documents. Bank examiners and other regulatory authorities should they so request in connection with their normal examinations; independent auditors and attorneys of the Company or Paul, Weiss, Rifkind, Wharton & Garrison LLP pursuant to order or legal process of any court of governmental agency, or in connection with any legal action to which the Company or Paul, Weiss, Rifkind, Wharton & Garrison LLP is a party arising out of the transactions contemplated by the Opinion Documents; and potential permitted assignees or participants for their information may rely on this opinion as if it were addressed to them (provided that such delivery shall not constitute a re-issue or reaffirmation of this opinion as of any date after the date hereof).

Very truly yours,

                                   /s/ BURR & FORMAN LLP
                              BURR & FORMAN LLP

EX-5.9

Exhibit 5.9

October 26, 2009

Wendy’s/Arby’s Restaurants, LLC
(the “Company”)
1155 Perimeter Center West
Atlanta, Georgia 30338

Ladies and Gentlemen:

          We have acted as special counsel in the State of Georgia (the “State”) to RTM Acquisition Company, L.L.C., a Georgia limited liability company, RTM Partners, LLC,a Georgia limited liability company, RTM Georgia, LLC, a Georgia limited liability company, RTM Savannah, LLC,a Georgia limited liability company, RTM, LLC,a Georgia limited liability company, and ARG Resources, LLC, a Georgia limited liability company (each referred to herein as a “Georgia Guarantor” and sometimes collectively referred to herein as the “Georgia Guarantors”), all being indirect subsidiaries the Company (the “Company”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of the Company, the Georgia Guarantors, and the other subsidiaries of the Company named therein as guarantors (collectively, the “Subsidiary Guarantors”, and together with the Georgia Guarantors, the “Guarantors”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). The Registration Statement relates to the registration under the Act of the Company’s $565,000,000 aggregate principal amount of 10.00% Senior Notes due 2016 (the “Exchange Notes”) and the guarantees of the Exchange Notes by the Guarantors (the “Guarantees”).

          The Exchange Notes and the Guarantees are to be offered in exchange for the Company’s outstanding $565,000,000 aggregate principal amount of 10.00% Senior Notes due 2016 (the “Initial Notes”) and the guarantees of the Initial Notes by the Guarantors. The Exchange Notes and the Guarantees will be issued by the Company and the Guarantors in accordance with the terms of the Indenture, dated as of June 23, 2009, among the Company, the Guarantors, and U.S. Bank National Association, as trustee, as supplemented by the Supplemental Indenture, dated as of July 8, 2009 (the “Indenture”).

          We have been asked to deliver this opinion at the request of the Georgia Guarantors. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings accorded such terms in the Registration Statement.

          1.      Documents Reviewed. In rendering the opinions expressed below, we have examined executed facsimile or emailed copies of the following documents:

          (a)      the Registration Statement;

          (b)      the Indenture, including as an exhibit thereto the form of Exchange Note, included as Exhibits 4.1 and 4.3 to the Registration Statement; and

          (c)the Registration Rights Agreement, dated as of June 23, 2009 (the “Registration Rights Agreement”), among the Company, the Guarantors and the initial purchasers named therein, included as Exhibit 4.2 to the Registration Statement;

          (d)the Purchase Agreement, dated as of June 18, 2009, among Wendy’s/Arby’s Restaurants, LLC, the Guarantors party thereto and the initial purchasers named therein.

          (e)      as to the factual matters set forth therein only, the Omnibus Secretary’s Certificate of Certain Subsidiaries of Wendy’s/Arby’s Restaurants, LLC dated as of June 23, 2009 (the “Secretary’s Certificate”);

          (f)the Articles of Organization for each of the Georgia Guarantors, certified as of October 23, 2009, by the Office of the Georgia Secretary of State with respect to the existence of each of the Georgia Guarantors (collectively, the “Articles of Organization”) and the operating agreements for the Guarantors (the “Operating Agreements”);

          (g)      the Certificates of Existence, dated October 22, 2009, for each of the Georgia Guarantors, issued by the Office of the Georgia Secretary of State with respect to the existence of the Georgia Guarantors (collectively, the “Certificates of Existence”); and

          (h)      as to the factual matters set forth therein only, the Certificate to Counsel dated as of October 26, 2009, from the incumbent Vice President - Corporate and Securities Counsel and Assistant Secretary of each of the Georgia Guarantors (such certificate, the “Opinion Certificate”).

          2.      Assumptions. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified, emailed, faxed, or photostatic copies and the authenticity of the originals of such faxed, emailed, or photostatic documents. We have not reviewed any organizational documents of the Georgia Guarantors other than the Articles of Organization, the Operating Agreements, the Secretary’s Certificate, and the Certificates of Existence, and we assume that these organization documents are true, accurate, and complete in all material respects. We have also assumed that (i) each natural person executing any of the documents set forth in Section 1(a)-(d) above (hereinafter referred to as the “Opinion Documents”) is legally competent to do so, and (ii) the obligations of all parties to the Opinion Documents are legal, valid, and binding obligations of such parties, enforceable in accordance with their respective terms.

          3.      Opinions. Based on the foregoing, and subject to the conditions, limitations, assumptions, and qualifications stated herein, we are of the opinion that:

          (a)      Each of the Georgia Guarantors is a limited liability company duly organized, validly existing, and in good standing under the laws of the State and has the organizational power to execute, deliver and perform its obligations under the Registration Statement, the Indenture, the Registration Rights Agreement and the Guarantees.

          (b)      The Registration Statement, the Indenture, the Registration Rights Agreement, and the Purchase Agreement have been duly authorized, executed, and delivered by the Georgia Guarantors.

          (c)      The Guarantees endorsed on the Initial Notes by each of the Georgia Guarantors has been duly authorized, executed, and delivered by each such Guarantor and the Guarantees to be endorsed on the Exchange Notes by each of the Georgia Guarantors has been duly authorized by such Georgia Guarantor and, when issued, will have been duly executed and delivered by each such Guarantor.

          (d)      The execution, delivery, and performance of the Registration Agreement, the Indenture, the Purchase Agreement, and the Registration Rights Agreement by the Georgia Guarantors, and the issuance and sale of the Guarantees and compliance with the terms and provisions thereof by the Georgia Guarantors, will not result in a breach or violation of any of the terms and provisions of the Articles of Organization or the Operating Agreement of the Georgia Guarantors or any statute, rule, or regulation of the State, or to our knowledge, any order of any governmental agency or body or any court having jurisdiction over the Georgia Guarantors or any of their properties.

          (e)      No consent, approval, authorization, or order of, or filing with, any person (including any governmental agency or body or any court) is required in the State for the consummation by the Georgia Guarantors of the transactions contemplated by the Registration Statement, the Indenture and the Registration Rights Agreement in connection with the offering, issuance, and sale of the Exchange Notes and Guarantees by the Company and the Guarantors, except such as may be required under state securities laws.

          4.      Consent. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of the name of Burr & Forman LLP under the heading “Legal Matters” contained in the Prospectus included in the Registration Statement.

          5.      Qualifications and Limitations. The opinions set forth herein are also subject to the following qualifications and limitations:

          (a)      The opinions herein are limited to the laws of the State, and we express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction. Unless specifically addressed in this opinion letter, the following matters, including their effects and the effects of noncompliance, are not covered by implication

or otherwise in this opinion letter: (i) local laws, codes and ordinances; (ii) tax laws; (iii) state and federal securities laws and (iv) antitrust laws.

          (b)      By rendering our opinions, we do not undertake to advise you of any changes in law or facts which may occur after the date hereof.

          (c)      This letter is furnished to the Company, and its successors and/or assigns, and may be relied upon by Paul, Weiss, Rifkind, Wharton & Garrison LLP for purposes of its opinion letter to the Company, which will be dated the date of initial filing of the Registration Statement and will be filed as Exhibit 5.1 to the Registration Statement, and is for their benefit in connection with the transactions contemplated by the Opinion Documents. Bank examiners and other regulatory authorities should they so request in connection with their normal examinations; independent auditors and attorneys of the Company or Paul, Weiss, Rifkind, Wharton & Garrison LLP pursuant to order or legal process of any court of governmental agency, or in connection with any legal action to which the Company or Paul, Weiss, Rifkind, Wharton & Garrison LLP is a party arising out of the transactions contemplated by the Opinion Documents; and potential permitted assignees or participants for their information may rely on this opinion as if it were addressed to them (provided that such delivery shall not constitute a re-issue or reaffirmation of this opinion as of any date after the date hereof).

Very truly yours,

/s/ BURR & FORMAN LLP

BURR & FORMAN LLP

EX-5.10

Exhibit 5.10

October 26, 2009

To: Wendy’s/Arby’s Restaurants, LLC
1155 Perimeter Center West
Atlanta, GA 30338

Ladies and Gentlemen:

     We have acted as special counsel to Franchise Associates, LLC, a Minnesota limited liability company (the “Minnesota Subsidiary”), in connection with the guarantee by the Minnesota Subsidiary (the “Guaranty”) and certain other domestic subsidiaries of Wendy’s/Arby’s Restaurants, LLC (the “Company” and the Minnesota Subsidiary and the other domestic subsidiaries of the Company, collectively, the “Guarantors”) of the 10.00% Senior Notes due 2016 of the Company (the “Exchange Notes” and together with the related guarantees, the “Exchange Securities”), to be offered in exchange for the Company’s outstanding $565,000,000 aggregate principal amount of 10.00% Senior Notes due 2016 (the “Initial Notes”) and the guarantees of the Initial Notes by the Guarantors (the Initial Notes together with the related initial guarantees, the “Original Securities”) issued pursuant to that certain Indenture, dated as of June 23, 2009, among the Company, the Guarantors and U.S. Bank National Association, as trustee, as supplemented by the Supplemental Indenture, dated as of July 8, 2009 (the “Indenture”). The exchange of the Original Securities for the Exchange Securities is referred to herein as the “Exchange Offer.” You have asked us to furnish our opinion, with respect to the Minnesota Subsidiary, as to the legality of the registration of the Exchange Securities, pursuant to a Registration Statement on Form S-4 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”).

     In connection with this opinion we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, each dated as of the date of this letter except as otherwise noted herein:

1.	the Registration Statement;
2.	the Indenture, including as an exhibit thereto the form of Exchange Note; and
3.	the Registration Rights Agreement, dated as of June 23, 2009 (the “Registration Rights Agreement”), among the Company, the Guarantors and the initial purchasers named therein.

October 26, 2009
Page 2

(The Registration Statement, Indenture, Exchange Note with Guaranty endorsement and the Registration Rights Agreement are collectively referred to as the “Documents”).

     In addition, we have examined a copy of the Articles of Organization and Operating Agreement of the Minnesota Subsidiary, certified by the Minnesota Subsidiary as in effect on the date of this letter (collectively, the “Charter Documents”), a copy of the Certificate of Good Standing certified by the Secretary of State of Minnesota on October 23, 2009, a copy of a Certificate of Status certified by the Wisconsin Department of Financial Institutions on October 23, 2009, and a copy of the resolutions of the board of governors of the Minnesota Subsidiary certified by the Minnesota Subsidiary. We have also relied upon the factual matters contained in the representations and warranties of the Minnesota Subsidiary made in the Documents and certificates of officers of the Minnesota Subsidiary and upon certificates of public officials. We have relied solely on the foregoing and reviewed no other documents or performed no other independent investigation.

     In our examination of the documents referred to above we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation, the enforceability of the Documents against each party other than the Minnesota Subsidiary.

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

     1.The Minnesota Subsidiary is a limited liability company duly organized, existing and in good standing under Minnesota. The Minnesota Subsidiary is duly qualified to do business in Wisconsin. The Minnesota Subsidiary has the corporate power and authority to execute, deliver and perform its obligations under the Documents.

     2.The Indenture has been duly authorized, executed and delivered by the Minnesota Subsidiary.

     3.When the Registration Statement has become effective under the Act and the Exchange Notes are duly issued, authenticated and delivered against the surrender and cancellation of the Initial Notes pursuant to the Exchange Offer as set forth in the Registration Statement and in accordance with the terms of the Indenture and the Registration Rights Agreement, the Guaranty by the Minnesota Subsidiary as set forth in the Indenture will be duly authorized, executed and delivered by the Minnesota

October 26, 2009
Page 3

Subsidiary, and will be a valid and legally binding obligation of the Minnesota Subsidiary in accordance with its terms.

     4.The Registration Rights Agreement has been duly authorized, executed and delivered by the Minnesota Subsidiary.

     5.The execution, delivery and performance by the Minnesota Subsidiary of the Registration Statement, the Indenture, the Registration Rights Agreement, and the Exchange Offer in compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of the Charter Documents or any Covered Law (as hereinafter defined).

     6.No consent, approval, authorization or order of, or filing with, any person (including any governmental agency or body or any court) under any Covered Law is required for the consummation of the transactions contemplated by the Registration Statement, the Indenture and the Registration Rights Agreement by the Minnesota Subsidiary in connection with the Exchange Offer, except such as may be required under state and federal securities laws.

      This opinion is subject to the following assumptions, exceptions and qualifications:

      (a) The enforceability of the Documents may be: (i) subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally; and (ii) subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

      (b) We express no opinion as to: (i) the enforceability of any provisions in the Documents purporting to preserve and maintain the liability of the Minnesota Subsidiary despite the fact that the guarantied debt is unenforceable due to illegality; (ii) the enforceability of any provisions contained in the Documents that purport to establish (or may be construed to establish) evidentiary standards; or (iii) any provision in the Documents purporting to waive, alter or limit or restrict access to legal or equitable remedies (including proper jurisdiction, venue, the right to trial by jury, service of process or objections to the laying of venue or forum on the basis of forum non conveniens), or statutory rights (including the waiver or release of, or the agreement not to assert, setoffs, claims, counterclaims, defenses, causes of action, rights or remedies, and the right to receive notice or to be allowed to cure, reinstate or redeem in the event of default), to the extent such provisions are not enforceable under applicable law.

October 26, 2009
Page 4

     This opinion is limited to the laws of the State of Minnesota (other than state laws relating to the regulation of franchising, securities or tax) that, in our experience, are normally applicable to transactions of the type contemplated by the Exchange Offer (collectively, the “Covered Laws”). This opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws that are currently in effect.

     This opinion is furnished as of the date of this letter and we do not undertake to provide you with any additional information that may come to our attention after the date hereof or to otherwise update this letter.

     We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. We also consent to the reliance on this opinion by Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”) solely for the purposes of Paul, Weiss’ opinion letter to the Company dated as of the date hereof and filed as Exhibit 5.1 to the Registration Statement.

Very truly yours,

/s/ MASLON EDELMAN BORMAN & BRAND, LLP

EX-5.11

Exhibit 5.11

ALSTON&BIRD LLP

333 South Hope Street

16th Floor

Los Angeles, CA 90071-1410

213-576-1000

Fax:213-576-1100

www.alston.com

October 26, 2009

Wendy’s/Arby’s Restaurants, LLC

1155 Perimeter Center West

Atlanta, Georgia 30338

RE:   Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special counsel to RTM West, LLC, a California limited liability company (the “LLC Guarantor”), in connection with the Registration Statement on Form S-4 , as amended (the “Registration Statement”), of Wendy’s/Arby’s Restaurants, LLC, a Delaware limited liability company (the “Company”), the LLC Guarantor and the other subsidiaries of the Company named therein as guarantors (collectively, the “Subsidiary Guarantors” and together with the LLC Guarantor, the “Guarantors”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). The Registration Statement relates to the registration under the Act of the Company’s $565,000,000 aggregate principal amount of 10.00% Senior Notes due 2016 (the “Exchange Notes”) and the guarantees of the Exchange Notes by the Guarantors (the “Guarantees”).

The Exchange Notes and the Guarantees are to be offered in exchange for the Company’s outstanding $565,000,000 aggregate principal amount of 10.00% Senior Notes due 2016 (the “Initial Notes”) and the guarantees of the Initial Notes by the Guarantors. The Exchange Notes and the Guarantees will be issued by the Company and the Guarantors in accordance with the terms of the Indenture, dated as of June 23, 2009, among the Company, the Guarantors and U.S. Bank National Association, as trustee, as supplemented by the Supplemental Indenture, dated as of July 8, 2009 (as supplemented, the “Indenture”).

In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

(i)        the Registration Statement;

(ii)the Indenture, including as an exhibit thereto the form of Exchange Note, included as Exhibits 4.1 and 4.3 to the Registration Statement;

Atlanta • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Ventura County • Washington, D.C.

Wendy’s/Arby’s Restaurants, LLC

October 26, 2009

Page 2

(iii)        the Purchase Agreement, dated as of June 18, 2009, among the Company, the Guarantors party thereto and the initial purchasers named therein, included as Exhibit 10.39 to the Registration Statement;

(iv)         the Registration Rights Agreement, dated as of June 23, 2009 (the “Registration Rights Agreement”), among the Company, the Guarantors and the initial purchasers named therein, included as Exhibit 4.2 to the Registration Statement.

In addition, we have examined (i) such corporate records of the LLC Guarantor that we have considered appropriate, including a copy of the articles of organization and limited liability company operating agreement of the LLC Guarantor, certified by the LLC Guarantor as in effect on the date of this letter (collectively, the “Charter Documents”) and copies of resolutions of the sole member of the LLC Guarantor relating to the issuance of the Guarantees, certified by the LLC Guarantor and (ii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the LLC Guarantor made in the Documents and certificates of the officers of the LLC Guarantor and upon certificates of public officials.

In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have 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 LLC Guarantor is a limited liability company validly existing and in good standing under the laws of the State of California.

2.            The LLC Guarantor has all necessary power and authority to execute, deliver and perform its obligations under the Indenture (including the Guarantee of the LLC Guarantor evidenced thereby).

3.            The Indenture (including the Guarantee of the LLC Guarantor evidenced thereby) and the performance of the LLC Guarantor’s obligations thereunder have been duly authorized, and the Indenture (including the Guarantee of the LLC Guarantor evidenced thereby) has been duly executed and delivered by the LLC Guarantor.

Wendy’s/Arby’s Restaurants, LLC

October 26, 2009

Page 3

4.            The issuance of the Guarantee by the LLC Guarantor, the compliance by the LLC Guarantor with all of the provisions of the Indenture and the performance of its obligations thereunder will not (i) result in a violation of the Charter Documents or (ii) violate any California law, rule or regulation customarily applicable to the LLC Guarantor and the transactions contemplated by the Registration Statement or any order known by us to be applicable to the LLC Guarantor of any governmental agency or body of the State of California, or court of the State of California having jurisdiction over the LLC Guarantor or its properties.

5.            No consent, approval, authorization or order of, or filing with, any governmental agency or body of the State of California, or any court of the State of California having jurisdiction over the LLC Guarantor or its properties, is required under any California law, rule or regulation customarily applicable to the LLC Guarantor and the transactions contemplated by the Registration Statement or any order known by us to be applicable to the LLC Guarantor for the consummation by the LLC Guarantor of the transactions contemplated by the Indenture and the Guarantee by the LLC Guarantor in connection with the offering, issuance and sale of the Exchange Notes and the Guarantees by the Company and the Guarantors, except such as may be required under securities laws of the State of California (as to which we express no opinion).

The opinions expressed above are limited to the laws of the State of California, and we do not express any opinion herein concerning any other laws. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws that are currently in effect.

The only opinion rendered by us consists of those matters set forth in the paragraphs numbered 1-5 above, and no opinion may be implied or inferred beyond the opinion expressly stated. We consent to the reliance on this opinion by Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”) solely for the purposes of Paul, Weiss’ opinion letter to the Company dated as of the date hereof and filed as Exhibit 5.1 to the Registration Statement. Our opinion expressed herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinion expressed herein.

We hereby consent to use of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.

ALSTON & BIRD LLP

By: /s/ Thomas J. Wingard                  
       A Partner

EX-5.12

Exhibit 5.12

Suite 2200
1201 Third Avenue
Seattle, WA 98101-3045

Suite 2300
1300 SW Fifth Avenue
Portland, OR 97201-5630

October 26, 2009

Wendy’s/Arby’s Restaurants, LLC
1155 Perimeter Center West
Atlanta, Georgia 30338

Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special counsel to RTM Sea-Tac, LLC, a Washington limited liability company (“RTM Sea-Tac”), and RTM Portland, LLC, an Oregon limited liability company (“RTM Portland” and together with RTM Sea-Tac, collectively, the “LLC Guarantors” and individually, an “LLC Guarantor”), in connection with the Registration Statement on Form S-4, as amended (the “Registration Statement”), of Wendy’s/Arby’s Restaurants, LLC, a Delaware limited liability company (the “Company”), the LLC Guarantors and the other subsidiaries of the Company named therein as guarantors (collectively, the “Subsidiary Guarantors” and together with the LLC Guarantors, the “Guarantors”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). The Registration Statement relates to the registration under the Act of the Company’s $565,000,000 aggregate principal amount of 10.00% Senior Notes due 2016 (the “Exchange Notes”) and the guarantees of the Exchange Notes by the Guarantors (the “Guarantees”).

The Exchange Notes and the Guarantees are to be offered in exchange for the Company’s outstanding $565,000,000 aggregate principal amount of 10.00% Senior Notes due 2016 (the “Initial Notes”) and the guarantees of the Initial Notes by the Guarantors. The Exchange Notes and the Guarantees will be issued by the Company and the Guarantors in accordance with the terms of the Indenture, dated as of June 23, 2009, among the Company, the Guarantors and U.S. Bank National Association, as trustee, as supplemented by the Supplemental Indenture, dated as of July 8, 2009 (as supplemented, the “Indenture”).

The law covered by the opinions expressed herein is limited to the laws of the States of Washington and Oregon. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.

Wendy’s/Arby’s Restaurants, LLC
October 26, 2009
Page 2

A. Documents and Matters Examined

In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

     A-1      the Registration Statement;

     A-2      the Indenture, including as an exhibit thereto the form of Exchange Note, included as Exhibits 4.1 and 4.3 to the Registration Statement;

     A-3      the Registration Rights Agreement, dated as of June 23, 2009 (the “Registration Rights Agreement), among the Company, the Guarantors and the initial purchasers named therein, included as Exhibit 4.2 to the Registration Statement.

In addition, we have examined (i) such company records of each LLC Guarantor that we have considered appropriate, including a copy of the certificate of formation, as amended, and limited liability company agreement, as amended, of each LLC Guarantor, certified by the LLC Guarantor as in effect on the date of this letter (as to each LLC Guarantor, collectively, the “Charter Documents” of such LLC Guarantor) and copies of resolutions of the sole member of each LLC Guarantor relating to the issuance of the Guarantees, certified by the applicable LLC Guarantor and (ii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of each LLC Guarantor made in the Documents and certificates of the officers of the LLC Guarantor and upon certificates of public officials.

B. Assumptions

For purposes of this opinion letter, we have relied on customary assumptions including, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.

Wendy’s/Arby’s Restaurants, LLC
October 26, 2009
Page 3

C.      Opinions

Based on the foregoing examinations and assumptions and subject to the qualifications and exclusions stated below, we are of the opinion that:

     C-1      RTM Sea-Tac is a limited liability company validly existing under the laws of the State of Washington and RTM Portland is a limited liability company validly existing under the laws of the State of Oregon.

     C-2      Each LLC Guarantor has all necessary power and authority to execute, deliver and perform its obligations under the Indenture and the Guarantee to which such LLC Guarantor is a party.

     C-3      The Indenture included as Exhibit 4.1 to the Registration Statement and the Guarantee of each LLC Guarantor have been duly authorized, executed and delivered by the applicable LLC Guarantor.

     C-4      The execution, delivery and performance by each LLC Guarantor of the Indenture included as Exhibit 4.1 to the Registration Statement and the Guarantee to which such LLC Guarantor is a party and the transactions contemplated thereby have been duly authorized by all necessary action by each LLC Guarantor.

     C-5      The issuance by each LLC Guarantor of the Guarantee to which it is a party, the compliance by each LLC Guarantor with all of the provisions of the Indenture and the Guarantee to which such LLC Guarantor is a party and the performance of their respective obligations thereunder will not (i) result in a violation of the Charter Documents of such LLC Guarantor or (ii) violate any Washington or Oregon law, rule or regulation or any order known by us to be applicable to either LLC Guarantor of any governmental agency or body of the States of Washington and Oregon, or court of the States of Washington and Oregon having jurisdiction over either LLC Guarantor or their respective properties.

     C-6      No consent, approval, authorization or order of, or filing with, any governmental agency or body of the States of Washington and Oregon, or any court of the States of Washington and Oregon having jurisdiction over either LLC Guarantor or their respective properties, is required under any Washington or Oregon law, rule or regulation or any order known by us to be applicable to either LLC Guarantor for the consummation by either LLC Guarantor of the transactions contemplated by the Indenture and the Guarantee to which such LLC Guarantor is a party in connection with the offering, issuance and sale of the Exchange Notes and the Guarantees by the Company and the Guarantors, except such as may be required under securities laws of the States of Washington and Oregon (as to which we express no opinion).

Wendy’s/Arby’s Restaurants, LLC
October 26, 2009
Page 4

      D. Qualifications and Exclusions

     The opinions set forth herein are subject to customary qualifications and exclusions, including the following matters as to which we express no opinion:

      D-1      The enforceability of the Registration Statement, the Indenture, the Exchange Notes or any Guarantee to which an LLC Guarantor is a party.

      D-2      The effect of the merger of RTM Sea-Tac, Inc., a Washington corporation, with and into RTM Sea-Tac.

      D-3      Any tax laws and regulations.

      D-4      Any securities or blue sky laws or regulations.

This opinion letter is delivered as of its date and without any undertaking to advise you of any changes of law or fact that occur after the date of this opinion letter even though the changes may affect the legal analysis, a legal conclusion or information confirmed in this opinion letter.

We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules. We also consent to the reliance on this opinion by Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”) solely for the purposes of Paul, Weiss’ opinion letter to the Company dated as of the date hereof and filed as Exhibit 5.1 to the Registration Statement.

Very truly yours,

/s/ Davis Wright Tremaine LLP

EX-5.13

Exhibit 5.13

October 26, 2009

Wendy’s/Arby’s Restaurants, LLC
1155 Perimeter Center West
Atlanta, Georgia 30338

Registration Statement on Form S-4

Ladies and Gentlemen:

          We have acted as special counsel to RTMSC, LLC, a South Carolina limited liability company (the “LLC Guarantor”), in connection with the Registration Statement on Form S-4 , as amended (the “Registration Statement”), of Wendy’s/Arby’s Restaurants, LLC, a Delaware limited liability company (the “Company”), the LLC Guarantor and the other subsidiaries of the Company named therein as guarantors (collectively, the “Subsidiary Guarantors” and together with the LLC Guarantor, the “Guarantors”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). The Registration Statement relates to the registration under the Act of the Company’s $565,000,000 aggregate principal amount of 10.00% Senior Notes due 2016 (the “Exchange Notes”) and the guarantees of the Exchange Notes by the Guarantors (the “Guarantees”).

          The Exchange Notes and the Guarantees are to be issued in exchange for the Company’s outstanding $565,000,000 aggregate principal amount of 10.00% Senior Notes due 2016 (the “Initial Notes”) and the guarantees of the Initial Notes by the Guarantors. The Exchange Notes and the Guarantees will be issued by the Company and the Guarantors in accordance with the terms of the Indenture, dated as of June 23, 2009, among the Company, the Guarantors and U.S. Bank National Association, as trustee, as supplemented by the Supplemental Indenture, dated as of July 8, 2009 (as supplemented, the “Indenture”).

          In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

           1.the Registration Statement;

           2.the Indenture, including as an exhibit thereto the form of Exchange Note, included as Exhibits 4.1 and 4.3 to the Registration Statement;

Wendy’s/Arby’s Restaurants, LLC
Page 2
October 26, 2009

          3. the Registration Rights Agreement, dated as of June 23, 2009 (the “Registration Rights Agreement), among the Company, the Guarantors and the initial purchasers named therein, included as Exhibit 4.2 to the Registration Statement. In addition, we have examined (i) such corporate records of the LLC Guarantor that we have considered appropriate, including a copy of the Articles of Organization, as amended, and limited liability company agreement, as amended, of the LLC Guarantor, certified by the LLC Guarantor as in effect on the date of this letter (collectively, the “Charter Documents”) and copies of resolutions of the Managers of the LLC Guarantor relating to the issuance of the Guarantees, certified by the LLC Guarantor and (ii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the LLC Guarantor made in the Documents and certificates of the officers of the LLC Guarantor and upon certificates of public officials.

           In our examination of the documents referred to above, we have assumed, without independent investigation:

     (a) The genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.

     (b) Each of the Documents constitutes the legal, valid and binding obligation of each party thereto, enforceable against each such party in accordance with its respective terms under the internal laws of the State of New York and under the internal laws of the jurisdiction of incorporation or formation of each such party.

          We have not participated in the preparation of the Registration Statement. We have examined no other documents and have made no inquiries except as described in this letter, and we are relying solely on the Documents in rendering the opinions set forth in this letter, subject to the limitations, assumptions and qualifications set forth below. We have not conducted a search of the dockets of any court or administrative or other regulatory agency. We express no opinion with respect to any securities, disclosure or similar law, rule or regulation.

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

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Page 3
October 26, 2009

          1.The LLC Guarantor has been duly organized and is validly existing and in good standing under the laws of the State of South Carolina.

          2.The LLC Guarantor has all necessary power and authority to execute, deliver and perform its obligations under the Indenture and the Guarantee of the LLC Guarantor.

          3.The Indenture and the Guarantee of the LLC Guarantor have been duly authorized, executed and delivered by the LLC Guarantor.

          4.The execution, delivery and performance by the LLC Guarantor of the Indenture and the Guarantee of the LLC Guarantor and the transactions contemplated thereby have been duly authorized by all necessary action by the LLC Guarantor.

          5.The issuance of the Guarantee by the LLC Guarantor, the compliance by the LLC Guarantor with all of the provisions of the Indenture and the Guarantee by the LLC Guarantor and the performance of its obligations thereunder will not (i) result in a violation of the Charter Documents or (ii) violate any South Carolina law, rule or regulation or any order known by us to be applicable to the LLC Guarantor of any governmental agency or body of the State of South Carolina, or court of the State of South Carolina having jurisdiction over the LLC Guarantor or its properties.

          The opinions expressed above are limited to the laws of the State of South Carolina.Our opinion is rendered only with respect to those laws, and the rules, regulations and orders under those laws, that are currently in effect. This letter speaks only as of its date, and we expressly disclaim any obligation to update this opinion in the event of any change in law or fact after the date of this letter. This opinion is limited to the matters expressly set forth herein and no opinion is implied or may be inferred beyond the matters expressly stated herein.

          We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules. We also consent to the reliance on this opinion by Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”) solely for the purposes of Paul, Weiss’ opinion letter to the Company dated as of the date hereof and filed as Exhibit 5.1 to the Registration Statement.

Very truly yours,

Wyche, Burgess, Freeman & Parham, P.A.
/s/ Cary H. Hall

CORRESP

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064

October 26, 2009

Via EDGAR

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

     Wendy’s/Arby’s Restaurants, LLC Amendment No. 2
Registration Statement on Form S-4 (File No. 333-161613)

Ladies and Gentlemen:

     On behalf of Wendy’s/Arby’s Restaurants, LLC, a Delaware limited liability company (the “Company”), and certain subsidiaries of the Company named as guarantors in the Registration Statement referenced above (the “Guarantors”), we submit in electronic form for filing the accompanying Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment No. 2”) of the Company and the Guarantors, together with Exhibits, marked to indicate changes from the Registration Statement as filed with the Securities and Exchange Commission (the “Commission”) on October 6, 2009.

     Amendment No. 2 reflects the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter from Amanda Ravitz, dated October 21, 2009 (the “Comment Letter”). The discussion below is presented in the order of the numbered comments in the Comment Letter. Certain capitalized terms set forth in this letter are used as defined in the Registration Statement.

      The Company has asked us to convey the following as its responses to the Staff:

General

1.      Please advise as to why the opinions contained in Exhibits 5.3 and 5.13 do not contain an opinion to the effect that no consent, approval, authorization or order of, or filing if required. Alternatively, please have counsel provide such an opinion.

Wendy’s/Arby’s Restaurants, LLC
Page 2

Response to Comment 1

     Under Item 601(b)(5) of Regulation S-K, an opinion of counsel is required that the exchange notes and guarantees are binding obligations of the Company and the Guarantors, respectively. Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”) is providing this legal opinion. Because certain of the Guarantors are incorporated or organized in states other than New York and Delaware, in order to provide its legal opinion filed as Exhibit 5.1, Paul Weiss needs to rely on the opinions provided as Exhibits 5.2 through 5.13 as to certain matters of state law. Although the “no consent” opinion is included in some of the local counsel opinions, it is not required by Item 601(b)(5) of Regulation S-K. Also, such an opinion is not necessary for Paul Weiss to provide its enforceability opinion. Therefore, the “no consent” opinion was not provided in Exhibit 5.3 and Exhibit 5.13.

2.      Please revise each of the opinions in Exhibits 5.5, 5.6, 5.8, 5.9 and 5.10 to provide a good standing certificate that is as of a date closer to the date of the opinion. Alternatively, please have counsel delete the paragraph which limits its opinion to a good standing certificate that is not dated as of a date close to the date of the opinion.

Response to Comment 2

      Counsel has revised each of the opinions in Exhibits 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9 and 5.10 in response to the Staff’s comment to provide a good standing certificate that is as of a date closer to the date of the opinion. The opinions have been refiled as exhibits to the Registration Statement.

Exhibit 5.12

3.      Please delete the fourth paragraph of the opinion. All qualifications, exceptions, definitions and limitations should be contained within the body of the opinion.

Response to Comment 3

      Counsel has deleted the fourth paragraph of the opinion in response to the Staff’s comment. The opinion has been refiled as Exhibit 5.12 to the Registration Statement.

* * * *

     If you have any questions concerning the above responses, please do not hesitate to contact either the undersigned at (212) 373-3025 or Brian M. Janson at (212) 373-3588.

Sincerely,

/s/ John C. Kennedy
John C. Kennedy, Esq.

cc: Nils H. Okeson, Esq.

Wendy’s/Arby’s Restaurants, LLC