U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Salomon Brothers Opportunity Fund Inc
7 World Trade Center
New York, New York 10048
2. Name of each series or class of funds for which this notice is filed:
Salomon Brothers Opportunity Fund Inc
3. Investment Company Act File Number: 811-2884
Securities Act File Number: 2-63023
4. Last day of fiscal year for which this notice is filed: August 31, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
Number: 138,111
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number: 313,198
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 698,892 Aggregate Sale Price: $25,820,999
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 621,760* Aggregate Sale Price: $23,116,339*
Number of Shares Aggregate Sale Price
698,892 $25,820,999
*total sold (Item #9)
less credit from shares
registered other than
pursuant to Rule 24f-2
in a prior fiscal year,
but which remained unsold
at the beginning of the
fiscal year (Item #7). [77,132] [$2,704,660]
-------- -----------
621,760 $23,116,339
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $ 23,116,339
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): +
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - $ 23,116,339
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): 0
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: 0
INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Alan M. Mandel
Alan M. Mandel, Treasurer
Date October 25, 1996
*Please print the name and title of the signing officer below the signature.
[Piper & Marbury L.L.P. Letterhead]
October 23, 1996
Salomon Brothers Opportunity Fund Inc
Seven World Trade Center
New York, New York 10048
Re: Salomon Brothers Opportunity Fund Inc - Rule 24f-2 Notice
-----------------------------------------------------------
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 25, 1996 pursuant to such Rule 24f-2 for
the Fund's fiscal year ended August 31, 1996 (the "Rule 24f-2
Notice").
In response to the Fund's request, we have examined the Fund's
charter, by-laws, a good standing certificate recently issued by
the State Department of Assessments and Taxation of Maryland, a
Certificate of Corporate Officers of the Fund, dated the date hereof,
upon which we have relied without independent verification and such
statutes, regulations, corporate records, and documents that we
deemed necessary or advisable for purposes of the following
opinion. We have also relied upon the statements contained in
the Fund's Rule 24f-2 Notice regarding matters set forth herein.
In such examination, we have assumed without independent
verification the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the
conformity with originals of all documents submitted to us as
copies.
On the basis of the foregoing and of such other legal
considerations that we deemed relevant, and limited in all
respects to applicable Maryland law, we are of the opinion and
advise you as follows:
1. The Fund is a corporation duly organized, validly existing
and in good standing under the laws of the State of Maryland; and
<PAGE>
[PIPER & MARBURY]
[L.L.P.]
Salomon Brothers Opportunity Fund Inc
October 23, 1996
Page 2
2. The 621,760 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, 1996 in reliance on Rule 24f-2 were legally issued, fully
paid and nonassessable.
Very truly yours,
/s/ Piper & Marbury L.L.P.
