0000757010-16-000089 Sample Contracts

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Franklin Tax Free Trust • May 26th, 2016

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of April 4, 2016; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders held on April 4, 2016; (c) certain representations concerning the Reorganization made to us by FVIT, on behalf of the Acquiring Fund and the Target Fund, in a letter dated April 29, 2016 (the “Representation Letter”); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.

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