RULE 24f-2 NOTICE FOR
LEGG MASON CASH RESERVE TRUST
(1933 Act File No. 2-62218)
1. The fiscal year for which the Notice is filed:
August 31, 1995
2. The number or amount of securities of the same class or
series, if any, which had been registered under the
Securities Act of 1933 other than pursuant to this section
but which remained unsold at the beginning of such fiscal
year:
$272,432,878
3. The number or amount of securities, if any, registered
during such fiscal year other than pursuant to this section:
None
4. The number or amount of securities sold during such fiscal year:
$4,083,397,247 amount of shares of beneficial interest
(no par value)
5. The number or amount of securities sold during such fiscal
year in reliance upon registration pursuant to this section:
$3,810,964,369 amount of shares of beneficial interest
(no par value)
6. The calculation of filing fee:
(a) The total amount of registered shares of
beneficial interest (no par value) sold in
reliance on rule 24f-2: $3,810,964,369
(b) Less the total amount of registered shares
of beneficial interest (no par value)
redeemed or purchased: $3,762,543,669
(c) Difference (i.e., (a) less (b)): $48,420,700
(d) Filing fee pursuant to Section 6(b) of
1933 Act (Line (c) amount x 1/2900) $16,696.79
/s/ Marie K. Karpinski
Marie K. Karpinski
Treasurer
Date: October 26, 1995
October 19, 1995
Legg Mason Cash Reserve Trust
111 South Calvert Street
Baltimore, Maryland 21202
Dear Sirs:
Legg Mason Cash Reserve Trust ("Trust") is a voluntary association
organized under the laws of the Commonwealth of Massachusetts pursuant to a
declaration of trust dated July 24, 1978. We understand that the Trust is about
to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended, for the purpose of making definite the number of shares
of beneficial interest which it has registered under the Securities Act of 1933,
as amended, and which were sold during the fiscal year ended August 31, 1995.
As legal counsel to the Trust, we have participated in various matters of
Trust operations and other matters relating to the Trust. We have examined
copies of the Trust Instrument and the Trust's By-Laws, as now in effect, the
minutes of meetings of the trustees of the Trust, and other documents relating
to the organization and operation of the Trust, and we are generally familiar
with its affairs. For certain matters of fact, we have relied upon repre-
sentations of officers of the Trust. Based on the foregoing, it is our opinion
that the shares sold during the Trust's fiscal year ended August 31, 1995, the
registration of which will be made definite by the filing of the above-
referenced Rule 24f-2 Notice, were legally issued and are fully paid and non-
assessable. We express no opinion as to compliance with the Securities Act of
1933, the Investment Company Act of 1940 or applicable state securities laws in
connection with the sales of shares of beneficial interest.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust states that no trustee shall have any power to
bind the shareholders personally. It also states that if any shareholder or
former shareholder of the Trust is held to be personally liable solely by reason
of being or having been a shareholder and not because of acts, omissions or
other reasons, the shareholder or former shareholder shall be entitled to be
held harmless from and indemnified against all loss and expense arising from
that liability, out of the assets belonging to the Trust. Thus, the risk of a
shareholder incurring financial loss solely on account of his status as a
shareholder is limited to circumstances in which the Trust would be unable to
meet its obligations.
We hereby consent to this opinion accompanying the Rule
24f-2 Notice which you are about to file with the Securities and Exchange
Commission. We also consent to the reference to our firm under the caption "The
Trust's Legal Counsel" in the statement of additional information incorporated
by reference into the prospectus of the Trust and filed as part of the
registration statement.
Sincerely,
KIRKPATRICK & LOCKHART
By:/s/ Arthur C. Delibert
Arthur C. Delibert
