EXHIBIT 5.1
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           [PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP LETTERHEAD]




                                           December 21, 2006



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 pursuant to
the  Securities  Act of  1933,  as  amended  (the  "Act"),  and the  rules  and
regulations  thereunder (the "Rules"), we have been requested by the Company to
render this opinion relating to 774,066 shares of Class B Common Stock,  Series
1, par value $.10 per share of the  Company  (the  "Shares")  to be issued upon
exercise of options granted under  Replacement Stock Option  Agreements,


Triarc Companies, Inc.                                                        2


dated July 25, 2005,  between the Company and Thomas A.  Garrett (the  "Garrett
Agreements"),  Replacement Stock Option Agreement, dated July 25, 2005, between
the Company and Michael I. Lippert (the "Lippert  Agreement")  and  Replacement
Stock Option Agreement,  dated July 25, 2005,  between the Company and J. David
Pipes (the "Pipes  Agreement,"  together  with the Garrett  Agreements  and the
Lippert Agreement, the "Agreements").

         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) the  Agreements,  (iii) 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
(iv) 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.


Triarc Companies, Inc.                                                        3


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

         When issued in accordance with the Agreements, the Shares will be duly
authorized, 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. 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