[Letterhead of The Franklin Life Insurance Company]


                                                                    Exhibit (12)







                                    June 12, 1998



Board of Directors
The Franklin Life Insurance Company
#1 Franklin Square
Springfield, IL  62713

     RE:  Reorganization of Franklin Life Variable Annuity Fund A,
          Franklin Life Variable Annuity Fund B, and Franklin Life
          Money Market Variable Annuity Fund C (together, the "Funds")

Gentlemen:

I am Associate General Counsel of The Franklin Life Insurance Company, an
Illinois corporation ("Franklin"), and am authorized to practice law in the
state of Illinois.  I have acted as counsel for Franklin in connection with the
reorganization of the Funds into a unit investment trust (the "Transaction").

As such counsel, I have reviewed copies of the applicable annuity contracts, the
Form N-14 Registration Statement, the Agreement and Plan of Reorganization, and
examined such other documents, made investigations of fact, and considered such
questions of law as, in my judgment, have been necessary to enable me to render
this opinion.  Based upon the foregoing, I am of the opinion that the
transaction will result in no adverse tax consequences to the contract holders
of annuity contracts issued through the Funds.

My opinion is based upon existing provisions of the Internal Revenue Code of
1986, as amended (the "Code"), existing and currently effective Treasury
Regulations promulgated under the Code, applicable legislative history of the
Code, and existing judicial decisions and present administrative rulings and
practices, all of which are subject to change and different interpretations at
any




time.  Any change in the state of existing tax law may render inaccurate my
opinion.

I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement on Form N-14.

                              Respectfully submitted,

                              /s/ Elizabeth E. Arthur

                              Elizabeth E. Arthur




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