[FORM OF OPINION]
Law Offices
XXXXXXXX, XXXXX, XXXXXXX & XXXXX, LLP
0000 Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
(000) 000-0000
April 19, 2000
Board of Trustees
Franklin Strategic Series
000 Xxxxxxxx Xxxxxx Xxxx.
San Mateo, CA 94404
Re: AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF THE ___
DAY OF APRIL, 2000 (THE "AGREEMENT"), MADE BY XXXXXXXX
XXXXXXXX SERIES, A DELAWARE BUSINESS TRUST (THE "TRUST") ON
BEHALF OF TWO OF ITS SERIES, XXXXXXXX XXXXXX GROWTH FUND
("ACQUIRED FUND") AND FRANKLIN CALIFORNIA GROWTH FUND ("ACQUIRING
FUND")
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Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax
consequences of the reorganization of Acquired Fund which will consist of (i)
the acquisition by the Acquiring Fund, of substantially all of the property,
assets and goodwill of the Acquired Fund in exchange solely for shares of
beneficial interest, par value $0.01 per share, of the Acquiring Fund - Class A
("Acquiring Fund Shares"); and (ii) the distribution by the Acquired Fund of the
Acquiring Fund Shares to the shareholders of the Acquired Fund, and (iii) the
subsequent dissolution of Acquired Fund as soon as practicable after the closing
(the "Reorganization"), all upon and subject to the terms and conditions of the
Agreement.
In rendering our opinion, we have reviewed and relied upon (a) the
Agreement and Plan of Reorganization, dated as of the ___ day of April, 2000,
made by the Trust on behalf of the Acquiring Fund and the Acquired Fund, (b) the
proxy materials provided to stockholders of the Acquired Fund in connection with
the Special Meeting of Stockholders of the Acquired Fund held on the ___ day of
____________, 2000, (c) certain representations concerning the Reorganization
made to us by the Trust on behalf of Acquiring Fund and by the Acquired Fund in
a letter dated , 2000 (the "Representation Letter"), (d) all other documents,
financial and other reports and corporate minutes which we deemed relevant or
appropriate, and (e) such statutes, regulations, rulings and decisions as we
deemed material to the rendition of this opinion. All terms used herein, unless
otherwise defined, are used as defined in the Agreement.
For purposes of this opinion, we have assumed that the Acquired Fund on the
effective date of the Reorganization satisfies, and following the
Reorganization, the Acquiring Fund will continue to satisfy, the requirements of
subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for
qualification as a regulated investment company.
Under regulations to be prescribed by the Secretary of Treasury under
Section 1276(d) of the Code, certain transfers of market discount bonds will be
excepted from the requirement that accrued market discount be recognized on
disposition of a market discount bond under Section 1276(a) of the Code. Such
regulations are to provide, in part, that accrued market discount will not be
included in income if no gain is recognized under Section 361(a) of the Code
where a bond is transferred in an exchange qualifying as a tax-free
reorganization. As of the date hereof, the Secretary has not issued any
regulations under Section 1276 of the Code.
Based on the foregoing and provided the Reorganization is carried out in
accordance with the applicable laws of the State of Delaware, the Agreement and
the Representation Letter, it is our opinion that:
1. The Reorganization will constitute a tax-free reorganization within the
meaning of Section 368(a)(1)(C) of the Code, and Acquired Fund and Acquiring
Fund will each 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 Acquired Fund upon the transfer of
all of its assets to Acquiring Fund in exchange solely for Acquiring Fund Shares
pursuant to Section 361(a) and Section 357(a) of the Code. We express no opinion
as to whether any accrued market discount will be required to be recognized as
ordinary income pursuant to Section 1276 of the Code.
3. No gain or loss will be recognized by Acquiring Fund upon the receipt by
it of all of the assets of Acquired Fund in exchange solely for Acquiring Fund
Shares pursuant to Section 1032(a) of the Code.
4. The basis of the assets of Acquired Fund received by Acquiring Fund will
be the same as the basis of such assets to Acquired Fund immediately prior to
the exchange pursuant to Section 362(b) of the Code.
5. The holding period of the assets of Acquired Fund received by Acquiring
Fund will include the period during which such assets were held by Acquired Fund
pursuant to Section 1223(2) of the Code.
6. No gain or loss will be recognized by the stockholders of Acquired Fund
upon the exchange of their Acquired Fund Shares for Acquiring Fund Shares
(including fractional shares to which they may be entitled), pursuant to Section
354(a) of the Code.
7. The basis of the Acquiring Fund Shares received by the stockholders of
Acquired Fund (including fractional shares to which they may be entitled) will
be the same as the basis of the Acquired Fund Shares exchanged therefor pursuant
to Section 358(a)(1) of the Code.
8. The holding period of the Acquiring Fund Shares received by the
stockholders of Acquired Fund (including fractional shares to which they may be
entitled) will include the holding period of the Acquired Fund Shares
surrendered in exchange therefor, provided that the Acquired Fund Shares were
held as a capital asset on the effective date of the Reorganization, pursuant to
Section 1223(1) of the Code.
9. Acquiring Fund will succeed to and take into account as of the date of
the proposed transfer (as defined in Section 1.381(b)-1(b) of the Income Tax
Regulations) the items of Acquired Fund described in Section 381(c) of the Code,
subject to the conditions and limitations specified in Sections 381(b) and (c),
382, 383 and 384 of the Code.
Our opinion is based upon the Code, the applicable Treasury Regulations
promulgated thereunder, the present position of the Internal Revenue Service as
set forth in published revenue rulings and revenue procedures, present
administrative positions of the Internal Revenue 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 this letter.
Our opinion is conditioned upon the performance by Acquiring Fund and
Acquired Fund of their undertakings in the Agreement and the Representation
Letter.
This opinion is being rendered to the Trust, on behalf of both the
Acquiring Fund and the Acquired Fund, and may be relied upon only by such funds
and the stockholders of each.
Very truly yours,
XXXXXXXX, XXXXX, XXXXXXX & XXXXX, LLP
By: /S/XXXXXXX X. XXXXXXXXX
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Xxxxxxx X. Xxxxxxxxx, a Partner
