Exhibit 5.1
                                                                     -----------

                                               October 28, 2002



Franklin Resources, Inc.
One Franklin Parkway
San Mateo, California 94403

Ladies and Gentlemen:

     We  have  acted  as  counsel  to  Franklin  Resources,   Inc.,  a  Delaware
corporation (the  "Company"),  in connection with the filing of the Registration
Statement  on Form S-8 (the  "Registration  Statement")  by the Company with the
Securities   and  Exchange   Commission   regarding  the   registration   of  an
indeterminate number of plan interests (the "Plan Interests") under the Franklin
Resources,  Inc.  1998 Employee  Stock  Investment  Plan (the "Plan"),  which is
governed by California law.

     In so acting, we have examined  originals or copies (certified or otherwise
identified to our satisfaction) of the Plan, the Registration Statement and 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 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.  We have also assumed the valid existence of the
Company.

     Based on the foregoing, and subject to the qualifications stated herein, we
are of the  opinion  that the Plan has been  duly  authorized  by all  necessary
corporate action on the part of the Company,  and the Plan Interests  constitute
the legal, valid and binding obligations of the Company,  enforceable against it
in  accordance  with the terms of the Plan,  subject to  applicable  bankruptcy,
insolvency, fraudulent conveyance,


Franklin Resources, Inc.
October 28, 2002
Page 2

reorganization,  moratorium  and similar laws  affecting  creditors'  rights and
remedies generally, and subject, as to enforceability,  to general principles of
equity, including principles of commercial  reasonableness,  good faith and fair
dealing  (regardless of whether  enforcement is sought in a proceeding at law or
in equity).

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration Statement. We further consent to any and all references to our firm
in the Registration Statement.

     The  opinion  expressed  herein  is  limited  to the  laws of the  State of
California,  the corporate laws of the State of Delaware and the federal laws of
the United  States,  and we  express no opinion as to the effect on the  matters
covered by this letter of the laws of any other jurisdiction.



                                            Very truly yours,

                                            /s/ Weil, Gotshal & Manges LLP