<DOCUMENT>
<TYPE>EX-99.12 TAX OPINION
<SEQUENCE>5
<FILENAME>ex99-12a.txt
<DESCRIPTION>OPINION & CONSENT OF COUNSEL ON TAX MATTERS
<TEXT>
STRADLEY                                    STRADLEY RONON STEVENS & YOUNG, LLP
SR RONON                                               2600 One Commerce Square
ATTORNEYS AT LAW                                    Philadelphia, PA 19103-7098
                                                       Telephone (215) 564-8000
                                                             Fax (215) 564/8120





                                 August 30, 2002

Board of Directors
Templeton Global Income Fund, Inc.
500 East Broward Boulevard
Fort Lauderdale, FL  33394

Board of Trustees
Templeton Global Governments Income Trust
500 East Broward Boulevard
Fort Lauderdale, FL  33394

               RE: AGREEMENT AND PLAN OF ACQUISITION (THE "PLAN") DATED
                   AS OF FEBRUARY 26, 2002, BY AND BETWEEN TEMPLETON
                   GLOBAL GOVERNMENTS INCOME TRUST ("ACQUIRED FUND"), A
                   BUSINESS TRUST FORMED UNDER THE LAWS OF THE COMMONWEALTH
                   OF MASSACHUSETTS, AND TEMPLETON GLOBAL INCOME FUND, INC.,
                   A CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF
                   MARYLAND ("ACQUIRING FUND")
                   ----------------------------------------------------------

Ladies and Gentlemen:

     You have  requested  our  opinion  concerning  certain  federal  income tax
consequences of the reorganization of the Acquired Fund (the  "Reorganization"),
which will consist of: (i) the  acquisition by Acquiring  Fund of  substantially
all of the property, assets and goodwill of Acquired Fund in exchange solely for
full and  fractional  shares of common  stock,  par value  $0.01 per  share,  of
Acquiring Fund  ("Acquiring  Fund Shares");  (ii) the  distribution of Acquiring
Fund Shares to the  shareholders of Acquired Fund according to their  respective
interests in complete liquidation of Acquired Fund; and (iii) the dissolution of
Acquired  Fund as soon as is  practicable  after the closing date (the  "Closing
Date") of the reorganization (the "Reorganization"), all upon and subject to the
terms and conditions of the Plan.

     In rendering our opinion,  we have reviewed and relied upon:  (a) the Plan,
made as of the 26th day of February,  2002, by and between the Acquired Fund and
the Acquiring  Fund; (b) the proxy  materials  provided to  shareholders  of the
Acquired  Fund in  connection  with the Annual  Meeting of  Shareholders  of the
Acquired Fund held on August 1, 2002; (c) certain representations concerning the
Reorganization  made to us by the  Acquired  Fund  and the  Acquiring  Fund in a
letter  dated  August  30,  2002 (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.  All terms used  herein,  unless
otherwise defined, are used as defined in the Plan.

     For purposes of this  opinion,  we have assumed that the Acquired  Fund, on
the Closing of the  Reorganization,  satisfies,  and  immediately  following the
Closing,  the  Acquiring  Fund will  continue to satisfy,  the  requirements  of
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"),  for
qualification as a regulated investment company.

     Based on the foregoing,  and provided the  Reorganization is carried out in
accordance with the applicable laws of The Commonwealth of Massachusetts and the
State  of  Maryland,   the  terms  of  the  Plan  and  the   statements  in  the
Representation Letter, it is our opinion that:

     1. The acquisition by the Acquiring Fund of substantially all of the assets
of the Acquired  Fund as provided for in the Plan in exchange for the  Acquiring
Fund  Shares,  followed  by  the  distribution  by  the  Acquired  Fund  to  its
shareholders  of the  Acquiring  Fund  Shares  in  complete  liquidation  of the
Acquired Fund,  will qualify as a  reorganization  within the meaning of Section
368(a)(1) of the Code, and the Acquired Fund and the Acquiring Fund each will be
a "party to the  reorganization"  within the  meaning  of Section  368(b) of the
Code.

     2.No gain or loss will be recognized by the Acquired Fund upon the transfer
of substantially  all of its assets to the Acquiring Fund in exchange solely for
the Acquiring  Fund Shares  pursuant to Section 361(a) and Section 357(a) of the
Code.

     3. No gain or loss  will be  recognized  by the  Acquiring  Fund  upon  the
receipt  by it of  substantially  all of the  assets  of the  Acquired  Fund  in
exchange solely for the Acquiring Fund Shares pursuant to Section 1032(a) of the
Code.

     4. No gain  or loss  will be  recognized  by the  Acquired  Fund  upon  the
distribution  of the  Acquiring  Fund  Shares to its  shareholders  in  complete
liquidation  of the Acquired Fund (in pursuance of the Plan) pursuant to Section
361(c)(1) of the Code.

     5. The basis of the assets of the Acquired  Fund  received by the Acquiring
Fund  will be the  same as the  basis  of  these  assets  to the  Acquired  Fund
immediately prior to the exchange pursuant to Section 362(b) of the Code.

     6. The holding  period of the assets of the Acquired  Fund  received by the
Acquiring Fund will include the period during which such assets were held by the
Acquired Fund pursuant to Section 1223(2) of the Code.

     7. No gain or loss will be recognized by the  shareholders  of the Acquired
Fund upon the  exchange of their  shares in the Acquired  Fund  ("Acquired  Fund
Shares") for the Acquiring  Fund Shares  (including  fractional  shares to which
they may be entitled) pursuant to Section 354(a) of the Code.

     8. The basis of the Acquiring Fund Shares  received by the  shareholders of
the Acquired Fund  (including  fractional  shares to which they may be entitled)
will be the same as the basis of the  Acquired  Fund Shares  exchanged  therefor
pursuant to Section 358(a)(1) of the Code.

     9.  The  holding  period  of the  Acquiring  Fund  Shares  received  by the
shareholders of the Acquired Fund (including fractional shares to which they may
be  entitled)  will  include  the  holding  period of the  Acquired  Fund Shares
surrendered  in exchange  therefor,  provided that the Acquired Fund Shares were
held as a capital asset  pursuant to Section  1223(1) of the Code on the Closing
Date.

     10. The  Acquiring  Fund will succeed to and take into  account,  as of the
date of the  transfer  as  defined in  Section  1.381(b)-1(b)  of the income tax
regulations  issued  by  the  United  States  Department  of the  Treasury  (the
"Treasury  Regulations"),  the items of the Acquired  Fund  described in Section
381(c) of the Code,  subject to the  conditions  and  limitations  specified  in
Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations.

     Our opinion is based upon the Code,  the applicable  Treasury  Regulations,
the present positions of the Internal Revenue Service (the "Service") as are set
forth  in   published   revenue   rulings   and  revenue   procedures,   present
administrative positions of the Service, and existing judicial decisions, all of
which are subject to change either  prospectively  or  retroactively.  We do not
undertake to make any continuing analysis of the facts or relevant law following
the date of the Reorganization.

     Our opinion is conditioned  upon the  performance by the Acquiring Fund and
the  Acquired  Fund of their  undertakings  in the  Plan and the  Representation
Letter.   Our   opinion  is  limited  to  the   transactions   incident  to  the
Reorganization  described herein, and no opinion is rendered with respect to (i)
any other transaction or (ii) the effect, if any, of the Reorganization  (and/or
the transactions  incident thereto) on any other transaction  and/or the effect,
if any, of any such other transaction on the Reorganization.

     This opinion is being  rendered to the Acquiring Fund and the Acquired Fund
and may be relied upon only by such funds and the shareholders of each.

                                    Very truly yours,

                                    STRADLEY, RONON, STEVENS & YOUNG, LLP


                                    By: /s/ WILLIAM S. PILLING, III
                                      ----------------------------------
                                      William S. Pilling III, a Partner



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