OPINION OF KILPATRICK STOCKTON LLP
May 31, 2000
Krispy Kreme Doughnuts, Inc.
370 Knollwood Street
Winston-Salem, NC 27103
Re: Krispy Kreme Doughnut Corporation 1998 Stock Option 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 Doughnut Corporation 1998 Stock Option 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 Two
Million Two Hundred Fifty Thousand (2,250,000) 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
