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                               December 17, 2008


Board of Trustees
Franklin Custodian Funds,
on behalf of Franklin Growth Fund
One Franklin Parkway
San Mateo, California 94403-1906

      Subject:  REGISTRATION STATEMENT ON FORM N-14

Ladies and Gentlemen:

      We have acted as counsel to Franklin Custodian Funds, a Delaware
statutory trust (the "Trust"), in connection with the preparation and filing
with the U.S. Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form N-14 (the "Registration Statement") under the
Securities Act of 1933, as amended.  The purpose of the Registration
Statement is to register shares to be issued by Franklin Growth Fund (the
"Acquiring Fund"), a series of the Trust, in connection with the acquisition
of substantially all of the assets of Franklin Capital Growth Fund, a
Delaware statutory trust (the "Acquired Fund"), by and in exchange for Class
A, Class B, Class C, Class R, and Advisor Class shares of beneficial
interest, without par value (the "Shares"), of the Acquiring Fund (the
"Transaction").

      We have reviewed the Trust's Agreement and Declaration of Trust and
By-laws, each as amended to date, resolutions adopted by the Trust's Board of
Trustees in connection with the Transactions, the form of Agreement and Plan
of Reorganization for the Transaction, which was approved by the Trust's
Board of Trustees (the "Agreement"), and such other legal and factual matters
as we have deemed appropriate.

      This opinion is based exclusively on the provisions of the Delaware
Statutory Trust Act governing the issuance of the shares of the Trust, and
does not extend to the securities or "blue sky" laws of the State of Delaware
or other States.

      We have assumed the following for purposes of this opinion:

      1.   The Shares of the Acquiring Fund will be issued in accordance with
the Trust's Agreement and Declaration of Trust and By-laws, , each as amended
to date, the Agreement, and resolutions of the Trust's Board of Trustees
relating to the creation, authorization and issuance of shares and the
Transaction.

      2.   The Shares will be issued against payment therefor as described in
the Prospectus/Proxy Statement, the Statement of Additional Information
relating thereto included in the Registration Statement, and the Agreement,
and that such payment will have been at least equal to the net asset value of
such Shares.

      On the basis of the foregoing, it is our opinion that, when issued and
paid for upon the terms provided in the Registration Statement and the
Agreement, the Shares to be issued pursuant to the Registration Statement
will be validly issued, fully paid and non-assessable.

      We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.

                                  Very truly yours,

                                  STRADLEY RONON STEVENS & YOUNG, LLP


                                  By: /s/ KRISTIN H. IVES
                                      Kristin H. Ives, a Partner