EXHIBIT 5
 
                                  May 11, 1998
 
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. 333-50291
 
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 validity of
5,175,000 shares (the "Shares") of the Company's Class A Common Stock, par value
$0.01 per share (the "Class A Common Stock"), offered by the Company (including
up to 675,000 shares to be sold by the Company 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 to the Registration Statement (the
"Underwriting Agreement"), originals, or copies certified or otherwise
identified to our satisfaction, of the Company's Certificate of Incorporation
and 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 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 aforesaid documents.
 
    Based upon the foregoing, and subject to the assumptions, exceptions and
qualifications stated herein, we are of the opinion that the Shares have been
duly authorized for issuance and that when issued, delivered and paid for as
contemplated in the Registration Statement and the Underwriting Agreement, will
be 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 "Legal Matters" 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,
 
   
                                          /s/ PAUL, WEISS, RIFKIND,
                                          WHARTON & GARRISON
    
 
                                          PAUL, WEISS, RIFKIND, WHARTON &
                                          GARRISON