BATTLE FOWLER LLP
PARK AVENUE TOWER
75 East 55th Street
New York, New York 10022
(212) 856-7000
February 17, 2000
Franklin Capital Corporation
450 Park Avenue, 10th Floor
New York, New York 10022
Re: Franklin Capital Corporation
Registration of Non-Statutory Stock Option Plan and Stock
Incentive Plan on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Franklin Capital Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
registration statement on Form S-8 for the Non-Statutory Stock Option Plan for
Directors of The Franklin Holding Corporation and The Franklin Holding
Corporation Stock Incentive Plan (the "Registration Statement"). Pursuant to the
Registration Statement, the Company may issue up to an aggregate of 75,000
shares (the "Shares") of its Common Stock, par value $1.00 per share ("Common
Stock") under the plans. You have requested that we furnish our opinion as to
the matters hereinafter set forth.
In connection with this opinion we have examined a copy of (i) the
Certificate of Incorporation of the Company; (ii) the By-laws of the Company;
(iii) the resolutions of the Board of Directors of the Company (the "Board"),
dated February 3, 2000, approving the filing of the Registration Statement,
(iv) the resolutions of the Board, dated August 5, 1997, August 6, 1997 and
September 9, 1997 respectively, approving the Non-Statutory Stock Option Plan
for the Directors of The Franklin Holding Corporation (the "Director Plan")
and The Franklin Holding Corporation Stock Incentive Plan (the "Employee Plan")
and reserving an aggregate of 75,000 shares of Common Stock; (v) the Director
Plan; (vi) the Employee Plan; and (vii) the Registration Statement.
In rendering the opinion herein expressed we have assumed the
genuineness of all signatures, the authenticity of all original documents,
instruments and certificates examined by us, the conformity with the original
documents, instruments and certificates of all copies of documents, instruments
and certificates examined by us and the legal capacity to sign of all
individuals executing documents. We have relied upon the representations of the
Company as to the accuracy and completeness of (i) the By-laws of the Company;
(ii) the Director Plan; (iii) the Employee Plan (iv) the Registration Statement;
and (v) the resolutions of the Company. We also have relied upon the
representations of the Company that (i) the resolutions of the Board, dated
February 3, 2000, approving the filing of the Registration Statement, (ii) the
resolutions of the Board, dated August 5, 1997, August 6, 1997 and September 9,
1997, approving the plans and reserving the Shares, and (iii) the By-laws of
the Company have not been rescinded, modified or revoked.
We are not admitted to the practice of law in any jurisdiction but the
State of New York, and we do not express any opinion as to the laws of other
states or jurisdictions other than the laws of the State of New York, the
federal law of the United States and the General Corporation Law of the State of
Delaware. No opinion is expressed as to the effect that the law of any other
jurisdiction may have upon the subject matter of the opinion expressed herein
under conflicts of law principles, rules and regulations or otherwise.
Based upon and subject to the foregoing, we are of the opinion that
all of the Shares have been duly authorized for issuance, and when (i) the
Registration Statement shall have become effective, (ii) the Shares shall have
been issued in the proposed form, and (iii) the Shares shall have been delivered
as contemplated by the Plan, the Shares will be validly issued, fully paid and
non- assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Battle Fowler LLP
New York, New York
February 16, 2000