Exhibit 5.2
Internal Revenue Service Department of the Treasury
Washington, DC 20224
Contact Person: Ms. Arrington 50-00197
FRANKLIN TEMPLETON INVESTOR SERVICES INC Telephone Number: (202) 283-8811
10600 WHITE ROCK ROAD In Reference to: T:EP:RA:ICU
RANCHO CORDOVA, CA 95670 Date: 08/07/2001
Dear Applicant:
In our opinion, the form of the plan identified above is acceptable under
section 401 of the Internal Revenue Code for use by employers for the benefit of
their employees. This opinion relates only to the acceptability of the form of
the plan under the Internal Revenue Code. It is not an opinion of the effect of
other Federal or local statutes.
You must furnish a copy of this letter to each employer who adopts this plan.
You are also required to send a copy of the approved form of the plan, any
approved amendments and related documents to Employee Plans Determinations in
Cincinnati at the address specified in section 9.11 of Rev. Proc. 2000-20,
2000.6 I.R.H. 553.
This letter considers the changes in qualifications requirements made by the
Uruguay Round Agreements Act (GATT), Pub. L. 103-465, the Small Business Job
Protection Act of 1996, Pub. L. 104-158, the Uniformed Services Employment and
Reemployment Rights Act of 1994, Pub. L. 103.353, the Taxpayer Relief Act of
1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act
of 1998, Pub. L. 105-206 and the Community Renewal Tax Relief Act of 2000, Pub-
L. 106-554. These laws are referred to collectively as GUST.
Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). However, an employer that adopts this plan may rely on this letter with
respect to the qualification of its plan under Code section 401(a), except as
provided below, provided the eligibility requirements and contribution or
benefit provisions are not more favorable for highly compensated employees than
for other employees. The terms of the plan moat be followed in operation. Except
as stated below, Employee Plans Determinations will not issue a determination
letter with respect to this plan.
Our opinion does not apply for purposes of Code section 401 (a)(10)(8) and
section 401 (a) (16) if an employer ever maintained another qualified plan for
one or more employees who are covered by this plan, other than a specified
paired plan within the meaning of section 4.13 of Rev. Proc. 2000-2D, 2000-6
I-R.B. 553. For this purpose, the employer will not be considered to have
maintained another plan merely because the employer has maintained another
defined contribution plan(s). provided such other plan(s) has been terminated
prior to the effective date of this plan and no annual additions have been
credited to the account of any participant under such other plan(s) as of any
date within the limitation year of this plan. Likewise, if this plan is first
effective on or after the effective date of the repeal of Code section 415(e),
the employer will not be considered to have maintained another plan merely
because the employer has maintained a defined benefit plan(s), provided the
defined benefit plan(s) has been terminated prior to the effective date Of this
plan. Our opinion also does not apply for purposes of Code section 401(a)(16)
if, after December 31, 1985, the employer maintains a welfare benefit fund
defined in Code section 419(e), which provides postretirement medical benefits
allocated to separate accounts for key employees as defined in Code section
419A(d)(3).
An employer that adopts this plan may not rely on this opinion letter with
respect to: (1) whether any amendment or series of amendments to the plan
satisfies the nondiscrimination requirements of section 1.401(a))4)-5(a) of the
regulations, except with respect to plan amendments granting past service that
meet the safe harbor described in section 1.401(a)(4)5(a)(5) and are not part of
a pattern of amendments that significantly discriminates in favor of highly
compensated employees; or (2) whether the plan satisfies the effective
availability requirement of section 1.401(a)(4)-4(c) of the regulations with
respect to any benefit, right or feature.
An employer that adopts this plan as an amendment to a plan other than a
standardized plan may not rely on this opinion letter with respect to whether a
benefit, right or other feature that is prospectively eliminated satisfies the
current availability requirements of section 1.401(a)-4 of the regulations.
An employer that elects to continue to apply the pre-GUST family aggregation
rules in years beginning after December 31, 1996, or the combined plan limit of
section 415(e) in year. beginning after December 31, 1999, will not be able to
rely on the opinion letter without a determination letter.
The employer may request a determination (1) as to whether the plan, considered
with all related qualified plans and, if appropriate, welfare benefit funds,
satisfies the requirements of Code section 401 (a) (16) as to limitations on
benefits and contributions in Code section 415 and the requirements of Code
section 401 (a)(10)(8) as to the top-heavy plan requirements in code section
416; (2) regarding the nondiscriminatory effect of grants of past service; (3)
with respect to whether a prospectively eliminated benefit, right or feature
satisfies the current availability requirements; and (4) with respect to the
continued application of the pre-GUST family aggregation rules in years
beginning after December 31, 1996, or the combined plan limit of section 415(e)
in years beginning after December 31, 1999- The employer may request a
determination letter by filing an application with Employee Plans Determinations
on Form $307, Application for Determination for Adopters of master or Prototype
or Volume Submitter Plans.
If you, the master or prototype sponsor, have any questions concerning the IRS
processing of this case, please call the above telephone number_ This number is
only for use of the sponsor. Individual participants and/or adopting employers
with questions concerning the plan should contact the master or prototype
sponsor. The plan's adoption agreement must include the sponsor's address and
telephone number for inquiries by adopting employers.
If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial Number
and File Folder Number shown in the heading of this letter.
You should keep this letter as a permanent record. Please notify us it you
modify or discontinue sponsorship of this plan.
Sincerely yours,
/s/ Paul T. Shultz
Director
Employee Plans Rulings & Agreements