Direct Dial: (215) 564-8115
December 14, 2000
Franklin Global Trust
777 Mariners Island Blvd.
San Mateo, CA 94403-7777
Re: LEGAL OPINION-SECURITIES ACT OF 1933
Ladies and Gentlemen:
We have examined the Agreement and Declaration of Trust, as
amended, (the "Declaration of Trust") of Franklin Global Trust (the "Trust"),
a series business trust organized under the laws of the State of Delaware on
September 26, 2000, the By-laws of the Trust, and the resolutions adopted by
the Trust's Board of Trustees organizing the business of the Trust, all as
amended to date, and the various pertinent proceedings we deem material. We
have also examined the Notification of Registration and the Registration
Statement filed under the Investment Company Act of 1940 (the "Investment
Company Act") and the Securities Act of 1933 (the "Securities Act"), all as
amended to date, as well as other items we deem material to this opinion.
The Trust is authorized by its Declaration of Trust to issue an
unlimited number of shares of beneficial interest with a par value of $0.01
per share and the Board of Trustees of the Trust has designated shares of the
Franklin Global Aggressive Growth Fund and Franklin Global Growth Fund series
of the Fund. The Declaration of Trust also empowers the Trustees to
designate additional series or classes of shares and allocate to such series
and classes.
The Trust has filed with the U.S. Securities and Exchange
Commission (the "Commission"), a Registration Statement under the Securities
Act, which Registration Statement is deemed to register an indefinite number
of shares of the Trust pursuant to the provisions of Section 24f and Rule
24f-2 under the Investment Company Act.
You have also informed us that the shares of the Trust will be sold
in accordance with the Trust's usual method of distributing its registered
shares, under which prospectuses are made available for delivery to offerees
and purchasers of such shares in accordance with Section 5(b) of the
Securities Act.
Based upon the foregoing information and examination, so long as
the Trust remains a valid and subsisting trust under the laws of the State of
Delaware, and the registration of an indefinite number of shares of the Trust
remains effective, the authorized shares of the Trust when issued for the
consideration set by the Board of Trustees pursuant to the Declaration of
Trust, and subject to compliance with Rule 24f-2, will be legally
outstanding, fully-paid, and non-assessable shares, and the holders of such
shares will have all the rights provided for with respect to such holding by
the Declaration of Trust and the laws of the State of Delaware.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement of the Trust, and any amendments thereto, covering the
registration of the shares of the Trust under the Securities Act and the
applications, registration statements or notice filings, and amendments
thereto, filed in accordance with the securities laws of the several states
in which shares of the Trust are offered, and we further consent to reference
in the registration statement of the Trust to the fact that this opinion
concerning the legality of the issue has been rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
BY: /S/ BRUCE G. LETO
Bruce G. Leto
