Legg Mason Partners Municipal Funds – ‘N14EL24/A’ on 10/1/97 – EX-99.14.B

As of:  Wednesday, 10/1/97   ·   Accession #:  91155-97-443   ·   File #:  333-12709

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Pre-Effective Amendment to Registration Statement of an Open-End Investment Company (Business Combination)   —   Form N-14
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N14EL24/A   Pre-Effective Amendment to Registration Statement      3±    16K 
                          of an Open-End Investment Company                      
                          (Business Combination)                                 
 2: EX-99.11    Miscellaneous Exhibit                                  2±     9K 
 3: EX-99.12    Miscellaneous Exhibit                                  2±    12K 
 4: EX-99.14.A  Miscellaneous Exhibit                                  3±    13K 
 5: EX-99.14.B  Miscellaneous Exhibit                                  1      7K 

EX-99.14.B   —   Miscellaneous Exhibit

October 1, 1997                                                                 

Smith Barney Muni Funds                                                         
388 Greenwich Street                                                            
New York, NY  10013                                                             

Ladies and Gentlemen:                                                           

Reference is made to our opinion dated September 23, 1997       
(the "Opinion") issued to Sullivan & Cromwell relating to the                   
acquistion by Smith Barney Muni Funds (the "Trust"), on behalf of               
its National Portfolio series, of the assets of the Ohio                        
Portfolio, another series of the Trust, as described more fully in              
Pre-Effective Amendment No. 3 to the Registration Statement (No.                
333-12709) on Form N-14 of the Trust (the "Registration                         
Statement").  Notwithstanding anything to the contrary contained                
in the last paragraph of the Opinion, we hereby consent to the                  
filing of the Opinion as an exhibit to the Registration Statement.              

Very truly yours,                                                               

/s/Goodwin, Procter & Hoar LLP                                                  
GOODWIN, PROCTER & HOAR LLP                                                     

Dates Referenced Herein

This ‘N14EL24/A’ Filing		Date		Other Filings
Filed on:		10/1/97		None on these Dates
		9/23/97
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