Exhibit 5



                                       September 29, 1997




U.S. Franchise Systems, Inc.
13 Corporate Square, Suite 250
Atlanta, Georgia  30329

Ladies and Gentlemen:

            In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by U.S. Franchise Systems, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations promulgated thereunder (the "Rules"), which relates to the
325,000 shares (the "Option Shares") of Class A Common Stock, par value $.01 per
share (the "Class A Common Stock"), of the Company to be issued pursuant to the
U.S. Franchise Systems, Inc. Amended and Restated 1996 Stock Option Plan (the
"Option Plan") and the 125,000 shares (the "Director Shares") of Class A Common
Stock of the



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Company to be issued pursuant to the 1996 Stock Option Plan for Non-Employee
Directors (the "Director Plan"), we have been requested by the Company to render
this opinion as to the legality of the Option Shares and the Director Shares.

            In this connection, we have examined originals or copies certified
or otherwise identified to our satisfaction, of (i) the Registration Statement,
(ii) the Option Plan, (iii) the Director Plan, (iv) the Amended and Restated
Certificate of Incorporation and Amended and Restated By-laws of the Company,
each as amended to date, and (v) all such corporate records of the Company and
all such other documents as we have considered necessary in order to form a
basis for the opinion hereinafter expressed. In our examination of documents, we
have assumed, without independent investigation, the genuineness of all
signatures, 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, the authenticity of all such latter documents and the legal
capacity of all individuals who have executed any of the aforesaid documents. As
to certain matters of fact, we have relied on representations, statements or
certificates of officers of the Company and of public authorities.

            Based on the foregoing, and subject to the assumptions, exceptions
and qualifications stated herein, we are of the opinion that (i) the Option
Shares have been duly authorized for issuance and that such Option Shares, when
issued and delivered by the Company and paid for in accordance with the terms
and provisions of the



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Option Plan, will be validly issued, fully paid and nonassessable, and (ii) the
Director Shares have been duly authorized for issuance and that such Director
Shares, when issued and delivered by the Company and paid for in accordance with
the terms and provisions of the Director Plan, will be validly issued, fully
paid and nonassessable.

            Our opinion expressed above is limited to the General Corporation
Law of the State of Delaware. Our opinion is also 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 hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not hereby
agree that we come within the category of persons whose consent is required by
the Act or the Rules.

                                Very truly yours,

                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON