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ATTORNEYS AT LAW
1001 West Fourth Street
KILPATRICK STOCKTON LLP Winston-Salem, North Carolina 27101-2400
Telephone: 336.607.7300
Facsimile: 336.607.7505
Web site: www.kilpatrickstockton.com
PETER S. BRUNSTETTER
E-MAIL: [email protected]
January 17, 2001 DIRECT DIAL: 336.607.7307
Krispy Kreme Doughnuts, Inc.
370 Knollwood Street
Winston-Salem, NC 27103
RE: KRISPY KREME DOUGHNUTS, INC. REGISTRATION STATEMENT
ON FORM S-1 (FILE NO. 333-53284)
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-1, File
No. 333-53284 (the "Registration Statement") filed by Krispy Kreme Doughnuts,
Inc. (the "Company"), a North Carolina corporation, with the Securities and
Exchange Commission with respect to the registration under the Securities Act of
1933, as amended, of 2,300,000 shares of Common Stock, no par value per share,
of the Company (the "Common Stock"), consisting of 150,000 shares to be offered
by the Company (the "Company Shares") and a total of 1,850,000 outstanding
shares (the "Shareholder Shares") to be offered severally by certain selling
shareholders identified in the Registration Statement under the heading
"Principal and Selling Shareholders" (the "Selling Shareholders") and a total of
not more than 300,000 additional shares to be offered to the underwriters (the
"Underwriters") named in the Registration Statement under the heading "Plan of
Distribution" at the option of the Underwriters, consisting of 71,675 shares to
be offered by the Company (the "Company Option Shares") and a total of 228,325
outstanding shares (the "Shareholder Option Shares") to be offered severally by
certain of the Selling Shareholders.
As your counsel, and in connection with the preparation of the Registration
Statement, we have examined the originals or copies of such documents, corporate
records, certificates of public officials and officers of the Company, and other
instruments related to the authorization and issuance of the Common Stock as we
deemed relevant or necessary for the opinion expressed herein.
Based upon the foregoing, it is our opinion that (i) the Company Shares and the
Company Option Shares have been duly authorized, and, upon issuance, delivery
and payment therefor in the manner contemplated by the Registration Statement,
will be validly issued, fully paid and nonassessable, and (ii) the Shareholder
Shares and the Shareholder Option Shares have been duly authorized and are
validly issued, fully paid and nonassessable.
ATLANTA - AUGUSTA - BRUSSELS - CHARLOTTE - LONDON - MIAMI - RALEIGH
RESTON - STOCKHOLM - WASHINGTON - WINSTON-SALEM
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KILPATRICK STOCKTON LLP
Krispy Kreme Doughnuts, Inc.
January 17, 2001
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We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name in the "Legal Matters"
section of the Registration Statement, including the Prospectus constituting a
part thereof, and any amendments thereto.
Yours truly,
KILPATRICK STOCKTON LLP
By: /s/ Peter S. Brunstetter
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Peter S. Brunstetter, Partner
