Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
October 23, 1996
U.S. Franchise Systems, Inc.
13 Corporate Square
Suite 250
Atlanta, Georgia 30329
U.S. Franchise Systems, Inc.
Registration Statement on Form S-1
Registration No. 333-11427
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Ladies and Gentlemen:
In connection with the above-captioned Registration Statement,
as the same may be amended from time to time (the "Registration Statement"),
filed 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"), we have been requested by U.S. Franchise Systems,
Inc., a Delaware corporation (the "Company"), to furnish our opinion as to the
legality of 575,000 shares (the "Stockholder Shares") of the Company's Class A
Common Stock, par
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value $0.01 per share (the "Class A Common Stock"), offered by certain
stockholders of the Company (the "Selling Stockholders") and 2,098,750 shares
(the "Company Shares") offered by the Company (including up to 75,000 and
273,750 shares to be sold by the Selling Stockholders and the Company,
respectively, upon exercise of the Underwriters' over-allotment option),
registered for sale thereunder.
In connection with the furnishing of this opinion, we have
reviewed the Registration Statement (including all amendments thereto), the form
of the Underwriting Agreement included as Exhibit 1.1 to the Registration
Statement (the "Underwriting Agreement"), originals, or copies certified or
otherwise identified to our satisfaction, of the Company's Amended and Restated
Certificate of Incorporation and Amended and Restated By-laws, each as in effect
on the date hereof, and records of certain of the Company's corporate
proceedings. We have also examined and relied upon representations as to factual
matters contained in certificates of officers of the Company, and have made such
other investigations of fact and law and have examined and relied upon the
originals, or copies certified or otherwise identified to our satisfaction, of
such documents, records, certificates or other instruments, and upon such
factual information otherwise supplied to us, as in our judgment are necessary
or appropriate to render the opinion expressed below. In addition, we have
assumed, without independent investigation, the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity of
U.S. Franchise Systems, Inc. 3
original documents to all documents submitted to us as certified, photostatic,
reproduced or conformed copies, the authenticity of all such latter documents
and the legal capacity of all individuals who have executed any of the
documents.
Based upon the foregoing, we are of the opinion that (i) the
Company Shares, when issued, delivered and paid for as contemplated in the
Registration Statement and the Underwriting Agreement, will be duly authorized,
validly issued, fully paid and nonassessable and (ii) the Stockholder Shares
have been duly authorized, validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the General
Corporation Law of the State of Delaware. Please be advised that no member of
this firm is admitted to practice in the State of Delaware. Our opinion is
rendered only with respect to the laws, and the rules, regulations and orders
thereunder, which are currently in effect.
We hereby consent to use of this opinion as an Exhibit to the
Registration Statement and to the use of our name under the heading "Validity of
the Class A Common Stock" contained in the Prospectus included in 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,
PAUL, WEISS, RIFKIND, WHARTON & GARRISON