BLEAKLEY XXXXX & XXXXXXX, LLP
XXX XXXXX XXXXXXXXX XXXXXX
XXXXX XXXXXX, XXX XXXX, 000000
XXXXX X. XXXXXX 914.949.2700
914.287.6151 FAX: 000.000.0000
XXXXXXX@XXXXXX.XXX XXXXXX.XXX
March 1, 2007
Franklin Strategic Series
Xxx Xxxxxxxx Xxxxxxx
Xxx Xxxxx, XX 00000-0000
Re: AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF MARCH
1, 2007 BETWEEN FRANKLIN STRATEGIC SERIES ON BEHALF
OF ITS SERIES, FRANKLIN BLUE CHIP FUND AND FRANKLIN
CUSTODIAN FUNDS, INC. ON BEHALF OF ITS SERIES, FRANKLIN
GROWTH FUND
Ladies and Gentlemen:
We have acted as counsel to Franklin Custodian Funds (the "Company") in
connection with the Agreement and Plan of Reorganization dated as of March 1,
2007 ("Agreement") between Franklin Strategic Series on behalf of its series,
Franklin Blue Chip Fund and The Company on behalf of its series, Franklin Growth
Fund ("Growth Fund") and are furnishing this opinion to you pursuant to Section
8(i) of the Agreement. Terms defined in the Agreement and not otherwise defined
herein are used herein with the meanings specified in the Agreement.
In furnishing this opinion, we have reviewed copies of the Agreement and
such other documents as we have deemed appropriate and have assumed the
authenticity of such documents. In addition, we have relied upon certificates of
Officers of the Company with regard to matters of fact and certain certificates
and written statements of governmental officials with respect to the good
standing of the Company. In addition, our opinion expressed below as to the
enforceability of the Agreement is subject to such limitations as may result
from applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other laws now or hereafter affecting generally the enforcement
of creditors rights.
Based upon and subject to the foregoing, it is our opinion that as of the
date hereof:
(1) Growth Fund is a series of the Company and the Company is a validly
existing corporation in good standing under the laws of the State of Maryland;
(2) The Company is authorized to issue forty four billion two hundred
million shares of common stock, par value $.01 per share of Growth Fund. Growth
Fund is further divided into five (5) classes of shares of which Growth Fund
Shares constitute Class A, Class B, Class C and Class R, and Advisor shares, par
value $.01 per share;
(3) The Company is an open-end investment company of the management
type registered as such under the 1940 Act;
(4) Growth Fund Shares to be issued pursuant to the terms of this Plan
have been duly authorized and, when issued and delivered as provided in the Plan
and the Registration Statement, will have been validly issued and fully paid and
will be non-assessable by the Company, on behalf of Growth Fund;
(5) The execution and delivery of this Plan and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Company, on behalf of Growth Fund;
(6) To the knowledge of such counsel, neither the execution, delivery,
nor performance of this Plan by the Company, on behalf of Growth Fund, violates
any provision of its Articles of Incorporation or By-laws, or the provisions of
any agreement or other instrument filed by the Company as an exhibit to its
Registration Statement on Form N-1A; this Plan is the legal, valid and binding
obligation of the Company, on behalf of Growth Fund, and is enforceable against
the Company, on behalf of Growth Fund, in accordance with its terms; and
(7) The registration statement of the Company, of which the prospectus
dated February 1, 2007 of Growth Fund is a part (the "Prospectus") is, at the
time of the signing of this Plan, effective under the 1933 Act, and, to the best
knowledge of such counsel, no stop order suspending the effectiveness of such
registration statement has been issued, and no proceedings for such purpose have
been instituted or are pending before or threatened by the SEC under the 1933
Act.
It is understood the opinions expressed in this letter are solely for your
benefit and may not be relied upon by any other party without our prior consent.
Very truly yours,
BLEAKLEY XXXXX & XXXXXXX, LLP
/s/XXXXX X. XXXXXX
-------------------------------
XXXXX X. XXXXXX, Partner
BLEAKLEY XXXXX & XXXXXXX, LLP
XXX XXXXX XXXXXXXXX XXXXXX
XXXXX XXXXXX, XXX XXXX, 000000
XXXXX X. XXXXXX 914.949.2700
914.287.6151 FAX: 000.000.0000
XXXXXXX@XXXXXX.XXX XXXXXX.XXX
The undersigned hereby consents to the filing of the attached opinion
as an exhibit to the Registration Statement of Form N-14 of Franklin Custodian
Funds, Inc. relating to the proposed reorganization of Franklin Blue Chip Fund
with and into Franklin Growth Fund, one series of Franklin Custodian Funds, Inc.
and to the references to this firm in such Registration Statment.
Date: March 1, 2007 BLEAKLEY XXXXX & XXXXXXX, LLP
/s/XXXXX X. XXXXXX
-------------------------------
XXXXX X. XXXXXX, Partner
