EXHIBIT 5.1
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                  PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
                           1285 Avenue of the Americas
                               New York, NY 10019




                                                September 4, 2003



Triarc Companies, Inc.
280 Park Avenue
New York, New York 10017


Ladies and Gentlemen:

         In connection with the Registration Statement on Form S-8 (the
"Registration Statement") of Triarc Companies, Inc., a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission (the "Commission")
in accordance with the Securities Act of 1933, as amended (the "Act"), and the
rules and regulations under the Act, we have been requested by the Company to
render this opinion relating to an aggregate of up to 25,705,424 shares of Class
B Common Stock, Series 1, par value $.10 per share, of the Company (the
"Shares") to be issued upon exercise of awards granted under the Triarc
Companies, Inc. 1993 Equity Participation Plan, the Triarc Companies, Inc. 1997
Equity Participation Plan, the Triarc Companies, Inc. 1998 Equity Participation
Plan and the Triarc Companies, Inc. 2002 Equity Participation Plan, each as
amended to date (the "Plans).

         In connection with furnishing this opinion, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of (i) the
Registration Statement, (ii) the Certificate of Incorporation of the Company, as
amended to date, (iii) the Bylaws of the Company, as amended to date, (iv) the
Plans and (v) those corporate records, agreements and other instruments of the
Company, and all other certificates, agreements and documents, that we have
considered relevant and necessary as a basis for the opinion expressed in this
letter.

         In our examination of the above documents, 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
original documents of all documents submitted to us as certified, photostatic,
reproduced or conformed copies of valid existing agreements or other documents
and the authenticity of all these latter documents. In expressing our opinion
below, we have relied, as to specific matters of fact, on representations,
statements or certificates of the Company and public officials.

         Based upon the above, and subject to the stated assumptions, exceptions
and qualifications stated in this letter, we are of the opinion that, when
issued in accordance with the terms of the Plans, the Shares will be duly
authorized, validly issued, fully paid and non-assessable.

         Our opinion expressed above is limited to the General Corporation Law
of the State of Delaware and the judicial decisions interpreting these laws. Our
opinion is rendered only with respect to the laws




and the rules, regulations and orders thereunder which are currently in effect.
Please be advised that no member of this firm is admitted to practice in the
State of Delaware.

         We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are in the category
of persons whose consent is required by the Act or the rules and regulations of
the Commission under the Act.


                                             Very truly yours,

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

                               PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP