WEIL, GOTSHAL & MANGES
                A Partnership Including Professional Corporations
                   767 Fifth Avenue   New York, NY  10153-0119
                                 (212) 310-8000
                               Fax: (212) 310-8007


Writer's Direct Line



                                  April 13, 1994




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

     Gentlemen:

               We have acted as counsel to Franklin Resources, Inc., a
     Delaware corporation (the "Company"), in connection with the
     preparation and filing by the Company with the Securities and Exchange
     Commission of a Registration Statement on Form S-3 (the "Registration
     Statement") under the Securities Act of 1933, as amended, with respect
     to debt securities (the "Debt Securities") having a proposed aggregate
     initial public offering price of up to $300,000,000.  The Debt
     Securities will be issued by the Company under the Indenture
     (the "Indenture"), between the Company and Chemical Bank, as trustee
     (the "Trustee").  The Debt Securities will be sold by the Company either
     (i) directly on its own behalf or (ii) pursuant to the Distribution
     Agreement substantially in the form of the draft filed as Exhibit 1 to
     the Registration Statement (the "Distribution Agreement").

               In so acting, we have examined originals or copies,
     certified or otherwise identified to our satisfaction, of the
     Registration Statement, the Prospectus that is a part of the
     Registration Statement (the "Prospectus"), the Indenture, (in which is
     set forth the proposed forms of the Debt Securities), the Distribution
     Agreement and such corporate records, agreements, documents and other
     instruments, and such certificates or comparable documents 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 opinions hereinafter set forth.

               In such examination, we have assumed the genuineness of all
     signatures, the authenticity of all documents submitted to us












     Franklin Resources, Inc.
     April 13, 1994
     Page 

     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.  We have
     further assumed that all documents examined by us in the form of
     drafts will, when executed by the requisite signatories thereto,
     conform in substance and form in all material respects to the drafts
     that we have examined.  As to all questions of fact material to this
     opinion that have not been independently established, we have relied
     upon certificates 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 Debt Securities, when
     duly authorized and executed on behalf of the Company, authenticated
     by the Trustee pursuant to the terms of the Indenture and sold and
     delivered by the Company as contemplated by the Prospectus, as the
     same may be updated from time to time, will be legally issued and will
     constitute valid and binding obligations of the Company entitled to
     the benefits of the Indenture in accordance with its terms, subject to
     applicable bankruptcy, insolvency, fraudulent conveyance,
     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).

               This opinion is limited in all respects to the laws of the
     State of New York, 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 opinion of the laws of any other
     jurisdiction.

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

               We further consent to the use of this opinion as an exhibit
     to applications to the securities commissioners of various states of
     the United States for registration or qualification of the Debt
     Securities under the securities laws of such states.


















     Franklin Resources, Inc.
     April 13, 1994
     Page 

               This opinion is rendered solely for your benefit in
     connection with the transactions described above.  Except as noted
     above, this opinion may not be used or relied upon by any other person
     and may not be disclosed, quoted, filed with a governmental agency or
     otherwise referred to without our prior written consent. 

                                   Very truly yours,

                                   WEIL, GOTSHAL & MANGES