Exhibit 5

        OPINION AND CONSENT OF WEIL, GOTSHAL & MANGES LLP

   WEIL,  GOTSHAL & MANGES LLP 767 Fifth  Avenue,  New York,  NY 10153-0119
                     (212) 310-8000   FAX: (212) 310-8007


                                December 30, 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 December 31, 1998 with respect to three million (3,000,000) 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 Universal Stock Incentive
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,  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 Common Stock reserved for issuance upon the exercise
of options or rights or shares  granted or to be granted under the Plan will be,
when  issued and paid for upon such  exercise  or grant 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.

    
                                   Very truly yours,

                                   /s/ Weil, Gotshal & Manges LLP