OPINION OF KILPATRICK STOCKTON LLP
May 31, 2000
Krispy Kreme Doughnuts, Inc.
370 Knollwood Street
Winston-Salem, NC 27103
Re: Krispy Kreme Profit-Sharing Stock Ownership Plan
Krispy Kreme Doughnut Corporation Nonqualified Stock Ownership Plan
Registration Statement on Form S-8
Sir/Madam:
We have been requested to advise regarding the legality of shares being
offered under the Krispy Kreme Profit-Sharing Stock Ownership Plan and the
Krispy Kreme Doughnut Corporation Nonqualified Stock Ownership Plan (together
the "Plans") pursuant to a Form S-8 Registration Statement.
We are counsel for Krispy Kreme Doughnuts, Inc. and as such are
familiar with its business and affairs. As to matters of fact, we have examined
and relied upon originals or copies certified to our satisfaction of such
corporate records, certificates of corporate officers and certificates of public
officials and have conducted such investigation as in our judgment is necessary
or appropriate to enable us to render the opinion expressed below.
Based on and subject to the foregoing, we are of the opinion that Three
Hundred Fifteen Thousand (315,000) shares of Krispy Kreme Doughnuts, Inc. common
stock, no par value, have been reserved for issuance pursuant to the Plans. All
such reserved shares have been duly authorized and will be validly issued, fully
paid and nonassessable when delivered against proper payment therefor in
accordance with the terms of the Plans.
We consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Very truly yours,
/s/ FRANK MURPHY
KILPATRICK STOCKTON LLP
