July 17, 2000
Smith Barney Investment Funds Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
We have acted as counsel to Smith Barney Investment Funds Inc., a
Maryland corporation ("Investment Funds"), in connection with the
proposed acquisition by Investment Funds, on behalf of its series,
Government Securities Fund (the "Acquiring Fund"), of all or
substantially all of the assets and liabilities of the Government
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 Investment Funds, on behalf of the Acquiring
Fund (the "Plan").
We have examined Investment Funds' Registration Statement on Form
N-14 substantially in the form in which it is to become effective
(the "Registration Statement"), Investment Funds' 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) Investment Funds 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 Investment Funds 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 Investment Funds or any
distributor or dealer in connection with the registration or
qualification of Investment Funds or the Shares under the
securities laws of any state or other jurisdiction.
This opinion is furnished by us as counsel to the Investment
Funds, is solely for the benefit of Investment Funds 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
