STRADLEY, RONON
STEVENS & YOUNG, LLP
2600 One Commerce Square Malvern, Pennsylvania
Attorneys At Law Philadelphia, Pennsylvania 19103-7098 Cherry Hill, New Jersey
Wilmington, Delaware
Merrill R. Steiner Limited Liability Partnership
(215) 564-8039
[email protected]
June 20, 2000
Franklin Floating Rate Trust
777 Mariners Island Boulevard
San Mateo, CA 94404
RE: OFFER AND SALE OF AN ADDITIONAL 200,000,000 SHARES
OF FRANKLIN FLOATING RATE TRUST
Ladies and Gentlemen:
We are furnishing this opinion with respect to the proposed offer and
sale from time to time of an additional 200,000,000 shares of beneficial
interest, par value $0.01 per share (the "Common Shares"), of the Franklin
Floating Rate Trust (the "Fund"), registered under the Securities Act of
1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as
amended (the "1940 Act"), by a seventh Registration Statement on Form N-2
(File No. 811-08271), as amended from time to time (the "Registration
Statement"), to be filed with the U.S. Securities and Exchange Commission
(the "Commission").
We have acted as general counsel to the Fund in connection with its
initial organization and its registrations with the Commission, and we are
familiar with the actions taken by its Trustees to authorize previously the
issuance, offer and sale of 320,000,000 Common Shares and currently the
issuance, offer and sale of an additional 200,000,000 Common Shares.
We have examined the Agreement and Declaration of Trust (the "Trust
Agreement") of the Fund, a Delaware business trust organized under Delaware
law, the By-Laws of the Fund, minute books and such other certificates and
documents as deemed necessary for the purpose of this opinion.
We have examined the prospectus and statement of additional information
(together, the "Prospectus"), as supplemented, included in the Registration
Statement and relating to the issuance of an additional 200,000,000 Common
Shares of the Fund. We have also examined the Fund's Notification of
Registration on Form N-8A under the 1940 Act. We have examined and assisted
in the preparation of the Registration Statement to be filed with the
Commission.
The law covered by the opinion expressed herein is limited to (a) the
federal statutes, judicial decisions and rules and regulations of the
governmental agencies of the United States of America and (b) the statutes,
judicial and administrative decisions and rules and regulations of the
governmental agencies of the State of Delaware.
Based upon the foregoing information and examination and subject to the
foregoing, it is our opinion with respect to the additional 200,000,000
Common Shares to be registered by the Registration Statement that:
1. The Fund is duly organized and validly existing as a business trust
in good standing under the laws of the State of Delaware; and
2. The Fund's Common Shares to be offered for sale pursuant to the
Prospectus are duly authorized and, when sold, issued and paid for as
contemplated by the Prospectus, will be validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and amendments thereto, covering the registration of
the Fund's additional 200,000,000 Common Shares under the 1933 Act and the
1940 Act, and to the notices, applications or registration statements, and
amendments thereto, filed in accordance with the securities laws of the
several states or other like jurisdictions of the United States in which the
Fund's Common Shares are offered and sold. We further consent to reference
in the Prospectus of the Fund to the fact that this opinion has been rendered
by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By /s/ Bruce G. Leto
Bruce G. Leto, a Partner
