Stradley Ronon Stevens & Young, LLP 2005 Market Street Suite 2600 Philadelphia, PA 19103 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.com
EX.99.12.x.
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February 7, 2020
Xxx Xxxxxxxx Xxxxxxx
Xxx Xxxxx, XX 00000-0000
Board of Trustees, Franklin Strategic Series
Xxx Xxxxxxxx Xxxxxxx
Xxx Xxxxx, XX 00000-0000
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Re:
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Agreement and Plan of Reorganization (“Plan”) made as of July 17, 2019, by and between Franklin Custodian Funds (“FCF”), on behalf of its series, Franklin Growth Fund (the “Acquiring Fund”), and
Franklin Strategic Series (“FSS”), on behalf of its series, Franklin Select U.S. Equity Fund (the “Target Fund”)
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Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax consequences of the reorganization (hereinafter referred to as the “Reorganization”), which will consist of: (i) the acquisition by FCF, on
behalf of the Acquiring Fund, of substantially all of the property, assets and goodwill of the Target Fund in exchange solely for full and fractional Class A, Class C, Class R, Class R6 and Advisor Class shares of beneficial interest, with no par
value, of the Acquiring Fund (the “Acquiring Fund Shares”); (ii) the distribution of Acquiring Fund Shares to the holders of Class A, Class C, Class R, Class R6 and Advisor Class shares of beneficial interest, with no par value, of the Target Fund
(the “Target Fund Shares”), respectively, according to their respective interests in the Target Fund, in complete liquidation of the Target Fund; and (iii) the dissolution of the Target Fund as soon as is practicable after the Closing, all upon and
subject to the terms and conditions of the Plan. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Plan.
In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of July 17, 2019; (b) the Prospectus/Proxy Statement provided to shareholders of the Target Fund
dated September 23, 2019; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and the Target Fund in a letter dated February 7, 2020 (the “Representation Letter”); (d) all other documents, financial and other
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A Pennsylvania Limited Liability Partnership
Board of Trustees, Franklin Custodian Funds
Board of Trustees, Franklin Strategic Series
February 7, 2020
Page 2
For purposes of this opinion, we have assumed that the Target Fund on the Closing Date of the Reorganization satisfies, and immediately following the Closing Date of the Reorganization, the Acquiring
Fund will continue to satisfy, the requirements of Subchapter M of the Code, for qualification as regulated investment companies.
Based on the foregoing, and provided the Reorganization is carried out in accordance with the applicable laws of the State of Delaware, the terms of the Plan and the statements in the Representation
Letter for the Target Fund and the Acquiring Fund, it is our opinion that for federal income tax purposes:
1. The acquisition by the Acquiring
Fund of substantially all of the assets of the Target Fund, as provided for in the Plan, in exchange solely for the Acquiring Fund Shares followed by the distribution by the Target Fund to its
shareholders of the Acquiring Fund Shares in complete liquidation of the Target Fund will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Target Fund and the Acquiring Fund each will be a “party to the
reorganization” within the meaning of Section 368(b) of the Code.
2. No gain or
loss will be recognized by the Target Fund upon the transfer of substantially all of its assets to the Acquiring Fund in exchange solely for the Acquiring Fund Shares under Sections 361(a) and 357(a)
of the Code.
3. No gain or
loss will be recognized by the Acquiring Fund upon the receipt by it of substantially all of the assets of the Target Fund in exchange solely for the Acquiring Fund Shares under Section 1032(a) of the
Code.
4. No gain or
loss will be recognized by the Target Fund upon the distribution of the Acquiring Fund Shares by the Target Fund to its shareholders in complete liquidation of the Target Fund under Section 361(c)(1) of the Code.
5. The tax
basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the tax basis of such assets in the hands of the Target Fund immediately prior to the Reorganization under Section 362(b) of the Code.
6. The holding
periods of the assets of the Target Fund received by the Acquiring Fund will include the periods during which such assets were held by the Target Fund under Section 1223(2) of the Code.
7. No gain or loss will be recognized
by the shareholders of the Target Fund upon the exchange of the Target Fund Shares solely for the Acquiring Fund Shares (including fractional shares to which they may be entitled) under Section 354(a) of the Code.
Board of Trustees, Franklin Custodian Funds
Board of Trustees, Franklin Strategic Series
February 7, 2020
Page 3
8. The aggregate tax basis of the
Acquiring Fund Shares received by each Target Fund shareholder (including fractional shares to which they may be entitled) will be the same as the aggregate tax basis of the Target Fund Shares of each Target Fund shareholder exchanged therefor
under Section 358(a)(1) of the Code.
9. The holding period of the Acquiring Fund Shares received by each Target Fund shareholder (including fractional shares to which they may be entitled)
will include the holding period of the Target Fund Shares of each Target Fund shareholder surrendered in exchange therefor, provided that the shareholder held the Target Fund Shares as a capital asset on the effective date of the
Reorganization under Section 1223(1) of the Code.
10. The Acquiring Fund will succeed to
and take into account as of the date of the transfer (as defined in Section 1.381(b)-1(b) of the Treasury Regulations) the items of the Target Fund described in Section 381(c) of the Code, as if there had been no Reorganization, subject to the
conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code, if applicable, and the Treasury Regulations thereunder.
Notwithstanding anything to the contrary herein, we express no opinion as to the effect of the Reorganization on the Target Fund, the Acquiring Fund or any Shareholder of the Target Fund with respect to
any asset (including without limitation any stock held in a passive foreign investment company as defined in section 1297(a) of the Code or any contract described in Section 1256(b) of the Code) as to which any unrealized gain or loss is required to
be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) regardless of whether such transfer would otherwise be a non-taxable transaction under the Code.
Our opinion is based upon the Code, the applicable Treasury Regulations, the present positions of the Internal Revenue Service (the “Service”) as are set forth in published revenue rulings and revenue
procedures, present administrative positions of the Service, and existing judicial decisions, all of which are subject to change either prospectively or retroactively. We do not undertake to make any continuing analysis of the facts or relevant law
following the date of the Reorganization.
Our opinion is conditioned upon the performance by the Acquiring Fund and the Target Fund of the undertakings in the Plan and the Representation Letter. Except as expressly set forth
above, we express no other opinion to any party as to the tax consequences, whether federal, state, local or foreign, with respect to (i) the Reorganization or any transaction related to or contemplated by such Reorganization (or incident thereto) or
(ii) the effect, if any, of the Reorganization on any other transaction and/or the effect, if any, of any such other transaction on the Reorganization.
Board of Trustees, Franklin Custodian Funds
Board of Trustees, Franklin Strategic Series
February 7, 2020
Page 4
We hereby consent to the use of this opinion as an exhibit to the registration statement of the Acquiring Fund on Form N-14, and any amendments thereto, covering the registration of Acquiring Fund Shares under the
Securities Act of 1933, as amended, to be issued in the Reorganization.
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Very truly yours,
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/s/ Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP [CCS]
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Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP
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