EXHIBIT 5.1
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                                       August 24, 2005


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


              RE:  Registration Statement on Form S-3
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Ladies and Gentlemen:

         In connection with the Registration Statement on Form S-3 (the
"Registration Statement") of Triarc Companies, Inc., a Delaware corporation (the
"Company"), filed today 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 up to 9,684,316 shares of Class B common stock, Series 1, which may be
offered by certain stockholders of the Company (the "Shares").

         In connection with the furnishing of this opinion, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of
(i) the Registration Statement, (ii) such corporate records of the Company that
we have considered appropriate, including a copy of the certificate of
incorporation, as amended, and by-laws, as amended, of the Company, certified by
the Company as in effect on the date of this letter and copies of resolutions of
the board of directors of the Company relating to the issuance of the Shares,
certified by the Company and (iii) 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 made in the Registration Statement
and upon certificates of public officials and the officers of the Company.

         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 the Shares have been duly
authorized by all necessary corporate action on the part of the Company and are
validly issued, fully paid and non-assessable.

         The opinion expressed above is limited to the General Corporation Law
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
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                                 PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP