October 10, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Salomon Brothers Opportunity Fund Inc
(Registration Statement File Nos. 2-63023 and 811-2884)
Gentlemen:
Salomon Brothers Opportunity Fund Inc (the "Company") hereby notifies
the Securities and Exchange Commission pursuant to Rule 24f-2 under Investment
Company Act of 1940 of the following information:
1. Fiscal year for which notice is filed:
Year ended August 31, 1995
2. Number of shares of Common Stock, par value $.01 per share, which
have been registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2, but which remained unsold at the
beginning of the fiscal year for which this notice is filed:
None
3. Number of shares of Common Stock, par value $.01 per share,
registered during the fiscal year for which this notice is filed
other than pursuant to Rule 24f-2:
138,111
4. Number and dollar amount of shares of Common Stock, par
value $.01 per share, sold during the fiscal year for which this
notice is filed:*
Shares: 669,713 Dollar Amount: $ 21,215,202
SEC
October 10, 1995
Page 2
5. Number and dollar amount of shares of Common Stock, par
value $.01 per share, sold during the fiscal year for which this
notice is filed in reliance upon registration pursuant to Rule
24f-2:
Shares: 669,713 Dollar Amount: $21,215,202
Enclosed is an opinion of counsel required by Rule 24f-2(b)(1).
Please acknowledge receipt of this letter and it enclosures by stamping
the enclosed copy hereof and returning it in the self-addressed envelope
provided for your convenience.
Very truly yours,
SALOMON BROTHERS
OPPORTUNITY FUND INC
By: _____________________
Alan M. Mandel, Treasurer
________________
*No filing fee is required pursuant to Rule 24f-2(c) inasmuch as the actual
aggregate sale price for which the 669,713 shares reported hereunder were sold
of $21,215,202 was less than $30,551,387, the actual aggregate redemption
price of shares of the same class redeemed during the fiscal year ended August
31, 1995.
oppfund.ntc
Piper & Marbury
L.L.P.
October 29, 1993
Page 1
~BALT01A:65338:1:|10/09/95
17575-4
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
Baltimore, Maryland 21201-3018
410-539-2530 WASHINGTON
FAX: 410-539-0489 NEW YORK
PHILADELPHIA
EASTON
LONDON
September 27, 1995
Salomon Brothers Opportunity Fund Inc
Seven World Trade Center
New York, New York 10048
Re: Salomon Brothers Opportunity Fund Inc
Dear Sirs:
We have acted as Maryland counsel to Salomon Brothers
Opportunity Fund Inc (the "Fund"). In that capacity, the
Fund has requested that we render the opinion of counsel
referred to in paragraph (b)(1) of Rule 24f-2 under the
Investment Company Act of 1940 in connection with the Fund's
filing of a Rule 24f-2 Notice dated October 10, 1995
pursuant to such Rule 24f-2 for the Fund's fiscal year ended
August 31, 1995 (the "Rule 24f-2 Notice").
In response to the Fund's request, we have examined the
Fund's charter and by-laws and such statutes, regulations,
corporate records, and documents that we deemed necessary or
advisable for purposes of the following opinion. With
respect to matters of fact relevant to this opinion, we have
relied upon the Rule 24f-2 Notice, the authenticity of which
we have assumed without independent verification.
On the basis of the foregoing and of such other legal
considerations that we deemed relevant, we are of the
opinion that the 669,713 shares of Common Stock, par value
$.01 per share, of the Fund which the Fund reported in the
Rule 24f-2 Notice as having been sold during its fiscal year
ended August 31, 1995 were legally issued, fully paid and
nonassessable.
Very truly yours,
