EXHIBIT 5
 
                                              April 22, 1998
 
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
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 validity 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 Certificate of
Incorporation and the 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 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,
          /s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON
          PAUL, WEISS, RIFKIND, WHARTON & GARRISON