EX-99.11.A 2 ex9911a.htm OPINION AND CONSENT OF STRADLEY RONON STEVENS & YOUNG, LLP
 
Stradley Ronon Stevens & Young, LLP
2005 Market Street
Suite 2600
Philadelphia, PA 19103
Telephone  215.564.8000
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April 8, 2022


Board of Trustees
Franklin Templeton ETF Trust
on behalf of the BrandywineGLOBAL – Dynamic US Large Cap Value ETF and
Martin Currie Sustainable International Equity ETF
One Franklin Parkway
San Mateo, California 94403-1906

Legg Mason Global Asset Management Trust
on behalf of the BrandywineGLOBAL – Dynamic US Large Cap Value Fund and
Martin Currie International Sustainable Equity Fund
100 International Drive
Baltimore, Maryland 20202


 Re:
Registration Statement on Form N‑14

Ladies and Gentlemen:

We have acted as counsel to the Franklin Templeton ETF Trust (the “Trust”), a Delaware statutory trust, in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form N-14 (the “Registration Statement”) under the Securities Act of 1933, as amended.  The purpose of the Registration Statement is to register shares to be issued by the Trust, in connection with the acquisition of substantially all of the assets and liabilities of the BrandywineGLOBAL – Dynamic US Large Cap Value Fund and Martin Currie International Sustainable Equity Fund, each a series of Legg Mason Global Asset Management Trust, by and in exchange solely for full shares of beneficial interest, without par value (the “Shares”), of the BrandywineGLOBAL – Dynamic US Large Cap Value ETF and Martin Currie Sustainable International Equity ETF, respectively, each a series of the Trust, and cash in lieu of fractional shares, if any (the “Transactions”).

We have reviewed the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”) and By-Laws (“By-Laws”), resolutions adopted by the Trust’s Board of Trustees in connection with the Transactions, the form of Agreement and Plan of Reorganization for the Transactions, which was approved by the Trust’s Board of Trustees (the “Plan”), and such other legal and factual matters as we have deemed appropriate.

This opinion is based exclusively on the provisions of the Delaware Statutory Trust Act, as amended, governing the issuance of shares of the Trust, 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:

Philadelphia, PA • Malvern, PA • Cherry Hill, NJ • Wilmington, DE • Washington, DC • New York, NY • Chicago, IL
A Pennsylvania Limited Liability Partnership
Board of Trustees
Franklin Templeton ETF Trust
on behalf of the BrandywineGLOBAL – Dynamic US Large Cap Value ETF and
Martin Currie Sustainable International Equity ETF
Legg Mason Global Asset Management Trust
on behalf of the BrandywineGLOBAL – Dynamic US Large Cap Value Fund and
Martin Currie International Sustainable Equity Fund
April 8, 2022
Page 2

1. The Shares of the Trust will be issued in accordance with the Trust’s Declaration of Trust and By-Laws, the Plan and resolutions of the Trust’s Board of Trustees relating to the creation, authorization and issuance of shares and the Transactions.

2. The Shares will be issued against payment therefor as described in the Prospectus/Proxy Statements and the Statements of Additional Information relating thereto included in the Registration Statement and the Plan, and that such payment will have been at least equal to the net asset value of such Shares.

On the basis of the foregoing, it is our opinion that, when issued and paid for upon the terms provided in the Registration Statement and the Plan, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement.

Very truly yours,

/s/ STRADLEY RONON STEVENS & YOUNG, LLP