Exhibit 5.1


                                 August 31, 1998


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

Ladies and Gentlemen:

         In connection with the Post-Effective Amendment No. 1 to 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 an additional 400,000 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 "Amended and Restated Option Plan"), we
have been requested by the Company to render this opinion as to the legality of
the Option Shares.

         In this connection, we have examined originals or copies certified or
otherwise identified to our satisfaction, of (i) the Registration Statement,
(ii) the Amended and Restated Option Plan, (iii) the Certificate of
Incorporation and the By-laws of the Company, each as amended to date, and (iv)
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 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 Amended and Restated Option 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,


                                   /s/ Paul, Weiss, Rifkind, Wharton & Garrison
                                   --------------------------------------------
                                   PAUL, WEISS, RIFKIND, WHARTON & GARRISON