<PAGE> 1
EXHIBIT 5
[WENDY'S LOGO]
July 28, 2000
Board of Directors
Wendy's International, Inc.
4288 West Dublin-Granville Rd.
Dublin, OH 43017
Ladies and Gentlemen:
I am familiar with the proceedings taken and proposed to be taken by
Wendy's International, Inc., an Ohio corporation (the "Company"), in connection
with the issuance and sale by the Company of up to 400,000 of its common shares,
without par value (the "Common Shares"), pursuant to the WeShare Stock Option
Plan (the "Plan").
I have examined, among other things, the Registration Statement on Form
S-8 (the "Registration Statement") as proposed to be filed by the Company with
the Securities and Exchange Commission for the registration of the sale of such
Common Shares under the Securities Act of 1933, as amended, and such records and
documents as I have deemed necessary in order to express the opinions
hereinafter set forth.
Based upon the foregoing, I am of the opinion that the Company is a duly
incorporated and legally existing corporation under the laws of the State of
Ohio. I am also of the opinion, based upon the foregoing and assuming compliance
with applicable federal and state securities laws, that when the Common Shares
to be issued and sold by the Company have been delivered by the Company against
payment of the purchase price therefor, as specified in the Plan, said Common
Shares will be validly issued and outstanding, fully paid and non-assessable.
I hereby consent to the reference to me under the caption "Interests of
Named Experts and Counsel" in the Registration Statement.
Very truly yours,
WENDY'S INTERNATIONAL, INC.
/s/ Dana Klein
Dana Klein
Vice President & Assistant General Counsel
10
