EXHIBIT 5.1
 
                       [LETTERHEAD OF BAKER & HOSTETLER]
 
                                          March 10, 1994
 
Triarc Companies, Inc.
777 South Flagler Drive
West Palm Beach, Florida 33401
 
                             Re: Registration Statement on Form S-4
                                 with respect to Class A Common Stock
                                 of Triarc Companies, Inc.
 
Gentlemen:
 
     As  special counsel  for Triarc Companies,  Inc., an  Ohio corporation (the
'Company'), we are  familiar with the  registration statement on  Form S-4  (the
'Registration  Statement')  being  filed  this  date  by  the  Company  with the
Securities and Exchange Commission (the  'Commission') under the Securities  Act
of  1933, with  respect to 2,691,822  shares of  Class A Common  Stock, $.10 par
value per share,  of the Company  (the 'Shares')  to be issued  pursuant to  the
Agreement and Plan of Merger by and among Southeastern Public Service Company, a
Delaware  corporation, SEPSCO Merger Corporation, a Delaware corporation and the
Company dated as of November 22, 1993 (the 'Merger Agreement').
 
     In connection with  the foregoing, we  have examined such  documents as  we
have deemed necessary to render this opinion, including, without limitation, the
Articles of Incorporation, as amended, of the Company and the Merger Agreement.
 
     Based upon such examination, we are of the opinion that:
 
          1.  The Company is  a corporation duly  organized and validly existing
     under the laws of the State of Ohio.
 
          2. The Shares have been duly  authorized and, when issued pursuant  to
     the  Merger Agreement  and in the  manner contemplated  by the Registration
     Statement, will be validly issued, fully paid and nonassessable.
 
     We hereby  consent to  the filing  of this  Opinion as  an exhibit  to  the
Registration  Statement and  to the reference  to us under  the caption 'Certain
Legal Matters, Experts and Regulatory Approvals -- Legal Opinions' in the  joint
proxy statement and prospectus which is a part of the Registration Statement.
 
                                          Very truly yours,
 
                                          BAKER & HOSTETLER
 
                                          BAKER & HOSTETLER