Exhibit 5

              OPINION AND CONSENT OF WEIL, GOTSHAL & MANGES LLP


                                 March 18, 1998

Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404

Ladies and Gentlemen:

      We have acted as counsel to Franklin  Resources,  Inc. (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  on the date hereof with respect to 4,000,000  shares of common stock
of the Company, par value $0.10 per share (the "Common Stock"), being registered
in  connection  with the  Company's  1998 Employee  Stock  Investment  Plan (the
"Plan").

      In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of 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  natural  persons,  the  authenticity  of all  documents
submitted to us as originals,  the conformity to original documents of documents
submitted to us as certified 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 Common  Stock  reserved  for  issuance  upon the
exercise  of  options  granted  and to be granted  under the Plan will be,  when
issued and paid for upon such exercise in accordance  with the provisions of the
Plan, validly issued, fully paid and non-assessable.

      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 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.

      The  opinion  expressed  herein is  rendered  solely  for your  benefit in
connection with the transaction  described  herein.  Except as noted above, this
opinion may not be used or relied upon by any other person,  nor may this letter
or any copies  thereof be furnished to a third party,  filed with a governmental
agency,  quoted,  cited or  otherwise  referred  to  without  our prior  written
consent.

                                          Very truly yours,

                                          /s/ Weil, Gotshal & Manges LLP
                                           Weil, Gotshal & Manges LLP