EXHIBIT 5.1
March 19, 2021
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403
Ladies and Gentlemen:
We have acted as counsel to Franklin Resources, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (“SEC”) of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of an additional 20,000,000 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), pursuant to the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan, as amended and restated effective February 9, 2021 (the “Plan”).
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of: (i) the Certificate of Incorporation of the Company and all amendments thereto; (ii) the Amended and Restated Bylaws of the Company; (iii) the Plan, pursuant to which shares of Common Stock will be issued; (iv) the Registration Statement; and (v) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the 20,000,000 shares of Common Stock being registered for sale under the Plan pursuant to the Registration Statement have been duly authorized and, when issued and delivered in accordance with the Plan, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the corporate laws of the State of Delaware and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the use of this letter as an exhibit to the Registration Statement. In giving such consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
