[LETTERHEAD OF KUTAK ROCK LLP]
September 18, 2000
Franchise Finance Corporation of America
17207 North Perimeter Drive
Scottsdale, Arizona 85255
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of the
registration statement on Form S-3, File No. 333-26437, as amended (the
"Registration Statement"), filed by Franchise Finance Corporation of America
(the "Company"), with the Securities and Exchange Commission (the "SEC") in
connection with the registration of $1,000,000,000 aggregate offering price of
securities. The Registration Statement was declared effective under the
Securities Act of 1933, as amended, on March 25, 1998. Further, we have acted as
your counsel in connection with the preparation of the Prospectus dated April
16, 1998 (the "Prospectus") and Prospectus Supplement dated September 18, 2000
(the "Prospectus Supplement") relating to the issuance of $150,000,000 8.75%
Senior Notes due 2010 (the "Senior Notes"). We are familiar with the proceedings
taken by the Company in connection with the authorization and registration, and
in preparation for the issuance and sale, of the Senior Notes.
For the purpose of rendering this opinion, we have examined such
corporate records, certificates and other documents of the Company, and have
made such investigations of law as we deemed necessary or appropriate and we are
familiar with the procedures taken or proposed to be taken by the Company in
connection with the issuance and sale of the Senior Notes. We have examined the
Registration Statement, the Prospectus included therein and the Prospectus
Supplement. Except as otherwise indicated herein, all terms defined in the
Registration Statement, Prospectus and Prospectus Supplement are used herein as
so defined.
We have assumed for purposes of the opinions set forth below:
(a) that no stop orders relating to the Registration Statement have
been issued by the SEC from the date of this opinion to the date of the
issuance and sale of the Senior Notes;
(b) the genuineness of all signatures and the authenticity and
completeness of all documents submitted to us as originals;
<PAGE>
(c) the authorization, execution and delivery of the Indenture by the
Trustee;
(d) the conformity to the originals and the authenticity of all
documents supplied to us as certified, photocopied, conformed or facsimile
copies and the authenticity and completeness of the originals of any such
documents;
(e) that the Senior Notes will be duly executed, authenticated and
delivered in accordance with the provisions of the Indenture and related
corporate documents; and
(f) the due receipt of payment of the purchase price for the Senior
Notes.
On the basis of and subject to the foregoing, it is our opinion that
the Senior Notes will, upon issuance and sale thereof in the manner referred to
in the Registration Statement, Prospectus and Prospectus Supplement, constitute
valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws relating to or affecting creditors' rights generally and by general
principles of equity including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance or injunctive relief, regardless of whether considered in a
proceeding in equity or at law and will be entitled to the benefits of the
Indenture.
This opinion is given for the sole benefit of the addressee hereof and
may not be relied upon by or delivered to any other person. In addition, this
opinion relates only to the matters and the transactions specifically referred
to, and no other opinions should be implied therefrom.
Very truly yours,
/s/ Kutak Rock LLP
Kutak Rock LLP
