Exhibit 5

                              DAVIS POLK & WARDWELL
                              450 Lexington Avenue
                              New York, N.Y. 10017

                                                      June 10, 1999

The Pepsi Bottling Group, Inc.
One Pepsi Way
Somers, New York 10589

Bottling Group, LLC
One Pepsi Way
Somers, New York 10589

Ladies and Gentlemen:

         We have acted as special counsel to The Pepsi Bottling Group, Inc., a
Delaware corporation ("PBG"), and Bottling Group, LLC, a Delaware limited
liability company ("Bottling LLC"), in connection with the Registration
Statement on Form S-4 (the "Registration Statement") to be filed by PBG and
Bottling LLC with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), relating to (1) PBG's offer to exchange
(the "Exchange Offer") its 7% Series B Senior Notes due 2029 (the "New Notes")
for its issued and outstanding 7% Senior Notes due 2029 (the "Old Notes"), and
(2) Bottling LLC's guarantees of the New Notes (the "New Notes Guarantees").

         We have examined such documents and such matters of fact and law that
we have deemed necessary for the purpose of rendering the opinion expressed
herein.

         Upon the basis of the foregoing, we are of the opinion that the New
Notes have been duly authorized by PBG and, when executed, issued, authenticated
and delivered in exchange for the Old Notes in accordance with the Exchange
Offer, will be valid and binding obligations of PBG enforceable in accordance
with their terms, except as such enforceability may be limited by the laws of
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or
similar laws relating to creditors' rights generally, by any other applicable
federal or state laws, by general principles of equity, or by the discretion of
any court before which any proceeding therefor may be brought.

         We are also of the opinion that the New Notes Guarantees have been duly
authorized by Bottling LLC and, when the New Notes, with the New Notes
Guarantees endorsed thereon, have been executed, issued, authenticated and
delivered in exchange for the Old Notes in accordance with the Exchange Offer,





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the New Notes Guarantees will be valid and binding obligations of Bottling LLC
enforceable in accordance with their terms, except as such enforceability may be
limited by the laws of bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium, or similar laws relating to creditors' rights generally,
by any other applicable federal or state laws, by general principles of equity,
or by the discretion of any court before which any proceeding therefor may be
brought.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above, and further consent to the reference
to our name under the caption "Legal Matters" in the prospectus which is a part
of the Registration Statement, without admitting that we are experts within the
meaning of the Securities Act.

                                                 Very truly yours,

                                                 /s/ Davis Polk & Wardwell