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Exhibit 99.11
September 18, 2000
Smith Barney Investment Funds Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of shares (the "Shares") of Common Stock, par value $.001 per
share, of Smith Barney Investment Funds Inc., a Maryland corporation (the
"Company"), to be issued in connection with the transaction contemplated by the
Company's Plan of Reorganization dated as of September 15, 2000 that is being
filed today as an Exhibit to the Company's Registration Statement on Form N-14
under the Act (the "Registration Statement"), we, as your counsel, have examined
such corporate records, certificates and other documents, and such questions of
law, as we have considered necessary or appropriate for the purposes of this
opinion.
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 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:
When the Registration Statement has become effective under the Act, the
amendment to the Company's Charter reclassifying shares of the Company's Smith
Barney Hansberger Global Small Cap Value Fund into shares of the Company's Smith
Barney Hansberger Global Value Fund (the "Charter Amendment") has been approved
by shareholders of Smith Barney Hansberger Global Value Fund and accepted for
record by the Maryland State Department of Assessments and Taxation and the
Shares are issued and sold as contemplated in the Registration
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Statement and the Charter Amendment, the Shares will be validly issued, fully
paid and nonassessable by the Company 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
Company or any distributor or dealer in connection with the registration or
qualification of the Company or the Shares under the securities laws of any
state or other jurisdiction.
This opinion is furnished by us as counsel to the Company, is solely for the
benefit of the Company 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
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Willkie Farr & Gallagher
