Stradley Ronon Stevens & Young, LLPFranklin Mutual Series Funds • September 1st, 2015
In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of February 25, 2015; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders held on August 7, 2015; (c) certain representations concerning the Reorganization made to us by FMSF, on behalf of the Acquiring Fund, and the Target Fund in a letter dated August 27, 2015 (the “Representation Letter”); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.
