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                                    STRADLEY RONON STEVENS & YOUNG, LLP
                                    2600 One Commerce Square
                                    Philadelphia, PA  19103-7098
                                    Telephone  215-564-8000
                                    Fax  215-564-8000




                       February 9, 2009


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, including Pre-Effective Amendment
Nos. 1 and 2 thereto (together, 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 the reported case law
thereunder, 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