Stradley Ronon Stevens & Young, LLP
                            2600 One Commerce Square
                             Philadelphia, PA 19103
                            Telephone: (215) 564-8000
                            Facsimile: (215) 564-8120

                                January 25, 2008

Board of Trustees of
  Franklin New York Tax-Free Trust
One Franklin Parkway
San Mateo, California 94403-1906

Subject:   Post-Effective Amendment No. 28 to the Registration Statement on
           Form N-1A relating to Franklin New York Tax-Free Trust, a Delaware
           statutory trust (the "TRUST") -- REGISTRATION NO. 033-07785; FILE
           NO. 811-04787

Ladies and Gentlemen:

      We have acted as counsel to Franklin New York Tax-Free Trust, a Delaware
statutory trust (the "Trust"), including its four series, Franklin New York
Insured Tax-Free Income Fund, Franklin New York Intermediate-Term Tax-Free
Income Fund, Franklin New York Limited-Term Tax-Free Income Fund and Franklin
New York Tax-Exempt Money Fund (together, the "Series"), in connection with the
preparation and filing with the U.S. Securities and Exchange Commission of
Post-Effective Amendment No. 28 (the "Amendment") to the Registration Statement
on Form N-1A under the Securities Act of 1933, as amended (the "1933 Act"), and
the Investment Company Act of 1940, as amended, of the Trust. Pursuant to Rule
414 under the 1933 Act, the Amendment is being filed, in part, in connection
with the Trust's adopting as its own the Registration Statement on Form N-1A of
Franklin New York Tax-Free Trust, a Massachusetts business trust (the "MA
Trust").

      We have reviewed the Trust's Agreement and Declaration of Trust, By-laws
and resolutions adopted by the Trust's Board of Trustees, the Agreement and Plan
of Reorganization dated January 25, 2008, the form of which was approved by the
MA Trust's shareholders at a meeting held on March 21, 2007, as adjourned to May
18, 2007 (the "Agreement"), and such other legal and factual matters as we have
deemed appropriate.

      This opinion is based exclusively on the Delaware Statutory Trust Act and
does not extend to the securities or "blue sky" laws of the State of Delaware or
other States.

      We have assumed the following for purposes of this opinion:

1. The shares of the Series will be issued in accordance with the Trust's
Agreement and Declaration of Trust, By-laws, the Agreement and resolutions of
the Trust's Board of Trustees relating to the creation, authorization and
issuance of shares.

2. The Series' shares will be issued against payment therefor as described in
the Series' then-current Prospectus, Statement of Additional Information
relating thereto, or the Agreement, and that such payment will have been at
least equal to the applicable offering price.

      On the basis of the foregoing, it is our opinion that, when issued and
paid for upon the terms provided in the Agreement or the Amendment, the shares
of beneficial interest, without a par value, of the Series to be issued pursuant
to the Amendment will be validly issued, fully paid and non-assessable.

      We hereby consent to the filing of this opinion with the U.S. Securities
and Exchange Commission as an exhibit to the Amendment.

                                    Very truly yours,

                                    Stradley Ronon Stevens & Young, LLP


                                    By:   /S/ KRISTIN H. IVES
                                          ------------------------------
                                          Kristin H. Ives, a Partner