Exhibit 5

                OPINION AND CONSENT OF WEIL, GOTSHAL & MANGES LLP

                           WEIL, GOTSHAL & MANGES LLP
                   767 Fifth Avenue, New York, NY 10153-0119
                                 (212) 310-8000
                              FAX: (212) 310-8007



                                 March 27, 2001

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

Ladies and Gentlemen:

            We have acted as counsel to Franklin Resources, Inc. (the "Company")
in  connection  with the filing of the  Registration  Statement on Form S-8 (the
"Registration  Statement")  by the  Company  with the  Securities  and  Exchange
Commission  with respect to 10,392,599  shares (the "Shares") of common stock of
the Company, par value $0.10 per share (the "Common Stock"), being registered in
connection  with  the  Company's  Amended  and  Restated  1998  Universal  Stock
Incentive Plan (the "Amended 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 legal capacity of all natural persons,  the authenticity of all
documents submitted to us as originals,  the conformity to original documents of
documents submitted to us as certified,  conformed 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.  We have also assumed the valid existence of the
Company.

            Based on the  foregoing,  and subject to the  qualifications  stated
herein,  we are of the  opinion  that the Shares of Common  Stock  reserved  for
issuance  upon the  exercise  of  options  or rights or Shares  granted or to be
granted  under the  Amended  Plan will be,  when  issued  and paid for upon such
exercise or grant in accordance with the provisions of the Amended 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 expressed 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  letter of the laws of
any other jurisdiction.

                                                Very truly yours,

                                                /s/ Weil, Gotshal & Manges LLP