XXXXXXXX, XXXXX, XXXXXXX & XXXXX, LLP
0000 Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
(000) 000-0000
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Direct Dial:
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February 23, 1996
Franklin Tax-Advantaged U.S. Government
Securities Fund
000 Xxxxxxxx Xxxxxx Xxxx.
San Mateo, California 94404
Re: FRANKLIN TAX-ADVANTAGED U.S. GOVERNMENT
SECURITIES
Gentlemen:
We Have examined the Agreement of Limited Partnership of Franklin
Tax-Advantaged U.S. Government Securities Fund ("Fund"), a California limited
partnership, and the various pertinent records, documents and proceedings we
deem material. We have also examined the Notification of Registration and
the Registration Statements filed under the Investment Company Act of 1940
("Investment Company Act") and the Securities Act of 1933 ("Securities Act"),
all as amended to date, as well as other items we deem material to this
opinion.
You have indicated that, pursuant to Section 24(e)(1) of the
Investment Company Act, the Fund intends to file Post-Effective Amendment No.
9 to its registration statement under the Securities Act to register
9,401,621 additional shares of partnership interests for sale pursuant to its
currently effective registration statement under the Securities Act.
Based upon the foregoing information and examination, it is our
opinion that the Fund is a valid and subsisting limited partnership organized
under the laws of California and that the proposed registration of the
9,401,621 shares of partnership interests is proper and such shares of
partnership interests, when issued will be legally outstanding, fully-paid
and non-assessable shares of partnership interests, and the holders of such
shares of partnership interests will have all the rights provided for with
respect to such holding by the Agreement of Limited Partnership and the laws
of the State of California.
We hereby consent to the use of this opinion as an exhibit to
Post-Effective Amendment No. 9 to be filed by the Fund, covering the
registration of the said shares under the Securities Act and the applications
and registration statements, and amendments thereto, filed in accordance with
the securities laws of the several states in which shares of the Fund are
offered, and we further consent to reference in the Prospectus and Statement
of Additional Information of the Fund to the fact that this opinion
concerning the legality of the issue has been rendered by us.
Very truly yours,
Xxxxxxxx, Xxxxx, Xxxxxxx & Xxxxx, LLP
BY:/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
ACT/pj
156636.1
