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 29, 1994



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

     Gentlemen:

          We have acted as counsel to Franklin Resources, Inc. (the
     "Company") in connection with the preparation of the Registration
     Statement on Form S-8 (the "Registration Statement") filed by the
     Company with the Securities and Exchange Commission on the date hereof
     with respect to 122,754 shares of common stock of the Company, par
     value $0.10 per share (the "Common Stock"), being registered in
     connection with the Company's United Kingdom Stock Option Plan #1 (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 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


















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     Franklin Resources, Inc.
     April 29, 1993
     Page 

     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 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 opinion of
     the laws of any other jurisdiction.

          This opinion is rendered solely for your benefit in connection
     with the transaction 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