Legg Mason Partners Municipal Funds – ‘N14EL24/A’ on 10/1/97 – EX-99.11

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-99.11   —   Miscellaneous Exhibit

September 23, 1997                                                              

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

Dear Sirs:                                                                      

In connection with the registration under the Securities Act    
of 1933 (the "Act") of shares (the "Shares") of beneficial                      
interest, par value $.001 per share, of Smith Barney Muni Funds, a              
Massachusetts business trust (the "Trust"), we, as your counsel,                
have examined such trust records, certificates and other                        
documents, and such questions of law, as we have considered                     
necessary or appropriate for the purposes of this opinion.                      

Upon the basis of such examination, we advise you that, in      
our opinion, when the Shares are issued and sold in accordance                  
with the Trust's Registration Statement on Form N-14 (File No. 33-              
12709) under the Act in connection with the acquisition by the                  
Trust on behalf of the National Portfolio of all or substantially               
all of the assets, and the assumption of certain liabilities, of                
the Ohio Portfolio, another series of the Trust, and in accordance              
with the Declaration of Trust and By-laws of the Trust, the Shares              
will be validly issued, fully paid and nonassessable by the Trust.              

Under Massachusetts law, shareholders of a Massachusetts        
business trust may, under certain circumstances, be held                        
personally liable for the obligations of Smith Barney Muni Funds.               
The Declaration of Trust provides, however, that if a shareholder,              
as such, of Smith Barney Muni Funds is made a party to any suit or              
proceeding to enforce any personal liability, Smith Barney Muni                 
Funds shall indemnify and hold each such shareholder harmless from              
and against all claims and liabilities to which such shareholder                
may become subject by reason of his being or having been a                      
shareholder.  Thus, the risk of a shareholder's incurring                       
financial loss on account of shareholder's liability is limited to              
circumstances in which Smith Barney Muni Funds itself would be                  
unable to meet its obligations.                                                 

The foregoing opinion is limited to the laws of the             
Commonwealth of Massachusetts, and we are expressing no opinion as              
to the effect of the laws of any other jurisdiction.  With respect              
to all matters of Massachusetts law we have, with your approval,                
relied upon the opinion dated September 23, 1997 of Goodwin,                    
Procter & Hoar, and our opinion is subject to the same                          
assumptions, qualifications and limitations with respect to such                
matters as are contained in such opinion of Goodwin, Procter &                  
Hoar.  We believe you and we are justified in relying on such                   
opinion for such matters.                                                       

Also, we have relied as to certain matters on information       
obtained from public officials, officers of the Trust and other                 
sources believed by us to be responsible.                                       

We hereby consent to the filing of this opinion as an           
exhibit to the Trust's Registration Statement.  In giving such consent,         
we do not thereby admit that we are in the category of persons whose            
consent is required under Section 7 of the Securities Act of 1933.              

Very truly yours,                                                               

/s/Sullivan & Cromwell                                                          

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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