July 17, 2000
Smith Barney Managed Municipals Fund Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
We have acted as counsel to Smith Barney Managed Municipals
Fund Inc., a Maryland corporation (the "Acquiring Fund"), in
connection with the proposed acquisition by the Acquiring
Fund of all or substantially all of the assets and
liabilities of the Municipal Bond Fund (the "Acquired
Fund"), a series of Concert Investment Series, a
Massachusetts business trust ("Investment Series"), in
exchange for voting shares of the corresponding classes of
common stock of the Acquiring Fund (the "Shares"), pursuant
to an Agreement and Plan of Reorganization between
Investment Series, on behalf of the Acquired Fund, and the
Acquiring Fund (the "Plan").
We have examined the Acquiring Fund's Registration Statement
on Form N-14 substantially in the form in which it is to
become effective (the "Registration Statement"), the
Acquiring Fund's Articles of Incorporation and Bylaws, each
as amended, and the Plan.
We have also examined and relied upon other documents and
certificates with respect to factual matters as we have
deemed necessary to render the opinions expressed herein.
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.
We have further assumed that the Plan constitutes the legal,
valid and binding obligation of each of Investment Series
and the Acquired Fund, enforceable against each of
Investment Series and the Acquired Fund in accordance with
its terms.
We are members of the bar of the State of New York and do
not purport to be experts on, or to express any opinion
herein, concerning any law, other than the laws of the State
of New York and the federal laws of the United States of
America. Anything in this opinion to the contrary
notwithstanding, we render or imply no opinion with respect
to compliance with any applicable securities or anti-fraud
statutes, rules, regulations or other similar laws of any
state (including the State of Maryland) or the United States
of America. In rendering the opinions herein, we assume
that there will be no material changes in the facts and
conditions on which we base such opinions between the date
hereof and the time of issuance of Shares pursuant to the
Plan.
Based upon the foregoing, we are of the opinion that:
(a) The Acquiring Fund is a duly organized, validly
existing corporation under the laws of the State
of Maryland; and
(b) The Shares of the Acquiring Fund to be issued as
contemplated in the Plan have been duly
authorized, and, subject to the receipt by the
Acquiring Fund of consideration equal to the net
asset value thereof (but in no event less than
the par value thereof), when issued in
accordance with the Plan, will be validly
issued, fully paid and nonassessable Shares of
the Acquiring Fund under the laws of the State
of Maryland.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement, to the references to
us in the Prospectus/Proxy Statement included as part of the
Registration Statement and to the filing of this opinion as
an exhibit to any application made by or on behalf of the
Acquiring Fund or any distributor or dealer in connection
with the registration or qualification of the Acquiring Fund
or the Shares under the securities laws of any state or
other jurisdiction.
This opinion is furnished by us as counsel to the Acquiring
Fund, is solely for the benefit of the Acquiring Fund and
its Directors and its officers in connection with the above
described acquisition of assets and may not be relied upon
for any other purpose or by any other person.
Very truly yours,
/s/Willkie, Farr & Gallagher
776683.1
776683.1
