EXHIBIT 5
OPINION OF KILPATRICK STOCKTON LLP
October 4, 2000
Krispy Kreme Doughnuts, Inc.
370 Knollwood Street
Winston-Salem, NC 27103
Re: Krispy Kreme Doughnuts, Inc. 2000 Stock Incentive 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 Doughnuts, Inc. 2000 Stock Incentive Plan
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 One
Million (1,000,000) shares of Krispy Kreme Doughnuts, Inc. common stock, no par
value, have been reserved for issuance pursuant to the Plan. 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 Plan.
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
