<PAGE> COVER
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH STATE.
As filed with the Securities and Exchange Commission on
January 2, 1996
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
LEGG MASON, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Maryland 52-1200960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
111 South Calvert Street
Baltimore, Maryland 21202
(410) 539-0000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
</TABLE>
THEODORE S. KAPLAN
Senior Vice President
and General Counsel
Legg Mason, Inc.
111 South Calvert Street
Baltimore, Maryland 21202
(410) 539-4073
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [X ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of each class Amount maximum maximum Amount of
of securities to to be aggregate aggregate registration
be registered Registered offering price* offering price* fee
<S> <C> <C> <C> <C>
Common Stock, 1,324,091 shs. $27.4375 $36,329,747 $12,527.50
par value $.10
per share
</TABLE>
*Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) based upon the average of the high and
low prices reported by the New York Stock Exchange, Inc. for
December 28, 1995.
<PAGE> 1
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 2
PROSPECTUS
1,324,091 Shares
LEGG MASON, INC.
Common Stock
($.10 Par Value)
This Prospectus relates to 1,324,091 shares of Common Stock,
$.10 par value per share (the "Common Stock"), of Legg Mason, Inc.
(the "Company") which may be offered for sale by the Selling
Stockholders named herein or by pledgees, donees, transferees
or other successors in interest. The sales of shares of Common
Stock hereunder will be for the account of the Selling Stockholders
or such other persons, and the Company will not receive any proceeds
from such sales.
The shares offered hereby may be sold by the Selling
Stockholders, or by pledgees, donees, transferees or other
successors in interest from time to time on the New York Stock
Exchange, trading "regular way," in brokerage transactions effected
through Legg Mason Wood Walker, Incorporated ("Legg Mason Wood
Walker") at market prices prevailing at the time of sale. Legg
Mason Wood Walker may receive compensation in the form of
commissions from the Selling Stockholders or such other persons who
may be effecting sales hereunder. The Selling Stockholders or other
persons effecting sales hereunder and Legg Mason Wood Walker may be
deemed to be "underwriters" within the meaning of the Securities Act
of 1933 (the "Securities Act"), and any commissions received by it
may be deemed to be underwriting discounts and commissions under the
Securities Act. The Selling Stockholders or other persons effecting
sales hereunder may agree to indemnify Legg Mason Wood Walker
against certain liabilities, including liabilities under the
Securities Act. See "Selling Stockholders."
The Company has agreed to pay certain costs and expenses
incurred in connection with the registration of the shares of
Common Stock offered hereby, except that the Selling Stockholders
will pay the fees of their own counsel and will be responsible
for certain other expenses. See "Selling Stockholders."
On December 29, 1995, the reported last sale price of the
Common Stock on the New York Stock Exchange was $27.50 per
share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is January __, 1996.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy and information statements and
other information filed with the Commission can be inspected and
copied during normal business hours at the public reference
facilities maintained by the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at its
regional offices at Seven World Trade Center, 13th Floor, New York,
New York 10048; and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549. Such materials can
also be inspected at the offices of The New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission a Registration
Statement on Form S-3 (the "Registration Statement," which
term shall encompass all amendments, exhibits, annexes and schedules
thereto), pursuant to the Securities Act, and the rules and
regulations promulgated thereunder, with respect to the Common
Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts
of which are omitted in accordance with the rules and regulations
of the Commission, and to which reference is hereby made.
Statements contained in this Prospectus as to the contents of any
contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the Registration
Statement, reference is made to the exhibit for a more complete
description of the matter involved.
No dealer, salesman or any other person is authorized to give any
information or to make any representations other than those contained
or incorporated by reference in this Prospectus in connection with
the offer contained herein, and, if given or made, such information
or representations must not be relied upon as having been authorized
by the Company, the Selling Stockholders, any other person effecting
sales hereunder, or any underwriter. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
any securities other than the registered shares of Common Stock
to which it relates, or an offer to any person in any jurisdiction
where such an offer would be unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change
in the affairs of the Company since the date hereof, or that the
information contained or incorporated by reference herein is correct
as of any time subsequent to the date hereof.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company under
the Exchange Act (File No. 1-8529) with the Commission are
incorporated herein by reference: (1) the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1995; (2) the
Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1995 and September 30, 1995; and (3) the description of
the Company's Common Stock contained in the Amendment on Form 8
filed July 17, 1991 amending the Company's Registration Statement on
Form 8-A.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of this offering shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom
this Prospectus has been delivered a copy of any or all of the
documents referred to above which have been or may be incorporated
by reference herein, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference therein).
Requests for such copies should be directed to Legg Mason, Inc.,
111 South Calvert Street, Baltimore, Maryland 21202, Attention:
Charles A. Bacigalupo, Secretary, telephone number (410) 539-0000.
<PAGE> 4
THE COMPANY
The Company is a holding company which, through its
subsidiaries, is engaged in securities brokerage and trading,
investment management of institutional and individual accounts
and Company-sponsored mutual funds, investment banking for
corporations and municipalities, commercial mortgage banking
and provision of other financial services. The Company's
principal broker-dealer subsidiary is Legg Mason Wood Walker,
a full service regional broker-dealer and investment banking firm
operating primarily in the Eastern and Mid-South regions of the
United States. The Company's principal investment management
subsidiaries are Batterymarch Financial Management, Inc., Western
Asset Management Company and Legg Mason Fund Adviser, Inc.
Through Legg Mason Wood Walker and its predecessors, the Company
has been engaged in the securities business since 1899.
The executive offices of the Company are located at 111 South
Calvert Street, Baltimore, Maryland 21202, and its telephone number
is (410) 539-0000. Unless the context otherwise requires, all
references to the "Company" herein include Legg Mason, Inc. and
its predecessors and subsidiaries.
SELLING STOCKHOLDERS
The following table sets forth the names of the Selling
Stockholders and the number of shares of Common Stock owned
by each of them and offered hereunder. Except for the shares
listed below, none of the Selling Stockholders is presently
the beneficial owner of any shares of Common Stock.
<TABLE>
<CAPTION>
Number of Shares
<S> <C>
Michael S. Cambron * 113,202
Jean R. Collins 3,044
Karen A. Forg 9,687
William A. Friedlander * 106,282
Smith Hickenlooper * 44,838
Susan J. Hickenlooper * 48,989
Pamella A. Kassner 9,687
Doris J. Leonard 12,731
Peter F. Levin * 83,587
Robert L. Luckerman 16,053
Madelynn M. Matlock * 29,338
Mel B. Mellis * 31,275
James A. Miller * 160,254
Gerald L. Oaks * 55,355
Lorraine S. Phelps 1,937
Donna M. Prieshoff * 29,061
Dale H. Rabiner * 132,576
James B. Reynolds * 87,185
Ralph J. Scherer 2,767
Kenneth L. Schlachter 2,767
Thomas A. Steele 2,767
William C. Stock * 36,534
Woodrow H. Uible * 84,970
Claudia F. Vollmer 17,437
Kathleen S. Wise 16,883
Nancy E. York 6,089
Cornelius W. Hauck 25,463
<PAGE> 5
<S> <C>
Bruce R. Davies 48,989
Donald S. Schmidt 80,265
Robert J. Bonini 24,079
Total 1,324,091
*Principal Stockholders
</TABLE>
<PAGE> 6
The 1,324,091 shares of Common Stock to which this
Prospectus relates were acquired by the Selling Stockholders
from the Company in connection with the Company's acquisition
on January 2, 1996 of Bartlett & Co. ("Bartlett"), an
investment advisory and securities brokerage firm located in
Cincinnati, Ohio (the "Acquisition"). Pursuant to the
acquisition agreement, 10% of the shares owned by each person
included in the above table is being held in an escrow that will
terminate one year after the closing date of the Acquisition and
1.25% of the shares owned by each such person is being held in an
escrow that will terminate at such time as certain potential claims
relating to Bartlett have been resolved. The purpose of the escrows
is to secure contingent obligations to indemnify the Company in
certain circumstances under the terms of the acquisition agreement.
The Company and the Selling Stockholders have agreed that the
Company will pay the costs and expenses incurred in connection with
the registration of the Common Stock and this offering, except that
the Selling Stockholders shall pay the fees of their own counsel and
shall be responsible for all selling commissions and all transfer
taxes and related charges in connection with the offer and sale of
such shares. In addition, the Company has agreed to indemnify the
Selling Stockholders against liability arising from actual or
alleged misstatements in the Registration Statement of which this
Prospectus forms a part (other than liabilities arising from
information supplied by a Selling Stockholder in connection
with the Registration Statement), and the Selling Stockholders
have agreed to indemnify the Company against liability arising
from actual or alleged misstatements or omissions in the
Registration Statement as the result of misstatements or
omissions in the information supplied by the Selling Stockholders
in connection with the Registration Statement.
PLAN OF DISTRIBUTION
The sale of all or a portion of the shares of Common Stock
offered hereby by the Selling Stockholders, or by pledgees, donees,
transferees or other successors in interest may be effected from
time to time on the New York Stock Exchange, trading "regular way,"
in brokerage transactions effected through Legg Mason Wood Walker,
at market prices prevailing at the time of sale. Legg Mason Wood
Walker may receive compensation in the form of commissions from the
Selling Stockholders or such other persons who may be effecting
sales hereunder. The Selling Stockholders or other persons
effecting sales hereunder and Legg Mason Wood Walker may be deemed
to be "underwriters" within the meaning of the Securities Act, and
any commissions received by it may be deemed to be underwriting
discounts and commissions under the Securities Act. The Selling
Stockholders or other persons effecting sales hereunder may agree
to indemnify Legg Mason Wood Walker against certain liabilities,
including liabilities under the Securities Act. See "Selling
Stockholders."
Pursuant to the acquisition agreement, there are certain
limitations on the aggregate number of shares that can be sold
hereunder during certain periods by those persons who are identified
in the above table as Principal Stockholders. For the period
beginning the date of this Prospectus and ending July 2, 1996,
the aggregate number of shares that can be sold is 424,106 shares;
for the period beginning the date of this Prospectus and ending
January 2, 1997, the aggregate number of shares that can be
sold is 809,814 shares; and for the period beginning the
date of this Prospectus and ending July 2, 1997, the aggregate
number of shares that can be sold is 1,195,522 shares.
<PAGE> 7
EXPERTS
The consolidated statements of financial condition as of
March 31, 1995 and 1994 and the consolidated statements of earnings,
cash flows, and stockholders' equity for each of the three years in
the period ended March 31, 1995, and the consolidated financial
statement schedules listed in Item 14(a)(1) and (2) of the 1995
Form 10-K incorporated by reference in this Prospectus from the
1995 Form 10-K, have been incorporated herein in reliance on the
reports of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and
auditing.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby
have been passed upon for the Company by Theodore S. Kaplan, Esq.,
the Company's General Counsel. Mr. Kaplan beneficially owns, or has
rights to acquire under an employee benefit plan of the Company,
less than one percent of the Common Stock of the Company.
<PAGE> 8
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses estimated to be
borne by the Company in connection with the offering described in
this Registration Statement. All such expenses other than the
Securities and Exchange Commission registration fee are estimates:
<TABLE>
<S> <C>
Securities and Exchange Commission
registration fee $12,528
Accounting fees and expenses 1,500
Printing and/or reproduction 500
Miscellaneous expenses 472
Total $15,000
</TABLE>
The Selling Stockholders will pay the fees and expenses of
their own counsel in connection with the offering described in
this Registration Statement.
Item 15. Indemnification of Directors and Officers
The Registrant's By-laws provide for indemnification of any
person who is serving or has served as a director or officer of the
Registrant, against all liabilities and expenses incurred in
connection with any action, suit or proceeding arising out of
such service to the full extent permitted under Maryland law.
Section 2-418 of the Maryland General Corporation Law
establishes provisions whereby a Maryland corporation may indemnify
any director or officer made a party to an action or proceeding by
reason of service in that capacity, against judgments, penalties,
fines, settlements and reasonable expenses incurred in connection
with such action or proceeding unless it is proved that the director
or officer (i) acted in bad faith or with active and deliberate
dishonesty, (ii) actually received an improper personal benefit in
money, property or services or (iii) in the case of a criminal
proceeding, had reasonable cause to believe that his act was
unlawful. However, if the proceeding is a derivative suit in
favor of the corporation, indemnification may not be made if the
individual is adjudged to be liable to the corporation. In no case
may indemnification be made until a determination has been reached
that the director or officer has met the applicable standard of
conduct. Indemnification for reasonable expenses is mandatory if
the director or officer has been successful on the merits or
otherwise in the defense of any action or proceeding covered
by the indemnification statute. The statute also provides
for indemnification of directors and officers by court order.
The indemnification provided or authorized in the indemnification
statute does not preclude a corporation from extending other rights
(indemnification or otherwise) to directors and officers.
The Registrant's officers and directors are insured
against certain liabilities under a policy maintained by the
Registrant with aggregate coverage of $10,000,000.
<PAGE> 9
Item 16. Exhibits
Exhibit
Number Description
5 - Opinion of Theodore S. Kaplan, Esq., Senior Vice President and
General Counsel of the Registrant.
23(a) - Consent of Coopers & Lybrand L.L.P.
(b) - Consent of Theodore S. Kaplan, Esq. (included in Exhibit 5).
24 - Powers of Attorney of certain directors of registrant (included
on signature pages hereto).
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this registration statement to (i) include any
prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this registration statement; and (iii)
include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in the
registration statement; provided, however, that the undertakings
set forth in clauses (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment
by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement;
(2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and
(3) to remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the provisions
described under the first two paragraphs of Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
<PAGE> 10
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted against the Registrant by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in
the City of Baltimore, State of Maryland, on the 2nd day of
January, 1996.
LEGG MASON, INC.
By:/s/ Raymond A. Mason
Raymond A. Mason
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director whose
signature appears below constitutes and appoints Raymond A.
Mason, John F. Curley, Jr. and Charles A. Bacigalupo, and
each of them acting singly, his true and lawful attorney-in-
fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments
(including pre-effective and post-effective amendments) to
this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them acting singly, full power and authority to do and
perform each and every act and thing requisite and necessary
to be done, as fully and to all intents and purposes as he
might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Raymond A. Mason President and Chief Executive Officer, January 2, 1996
Raymond A. Mason Director (Principal Executive Officer)
/s/ F. Barry Bilson Vice President - Finance January 2, 1996
F. Barry Bilson (Principal Financial Officer)
/s/ Eileen M. O'Rourke Controller January 2, 1996
Eileen M. O'Rourke (Principal Accounting Officer)
[SIGNATURES CONTINUED]
<PAGE> 12
[SIGNATURES CONTINUED]
<S> <C> <C>
/s/ Harold L. Adams Director January 2, 1996
Harold L. Adams
/s/ Charles A. Bacigalupo Director January 2, 1996
Charles A. Bacigalupo
/s/ James W. Brinkley Director January 2, 1996
James W. Brinkley
/s/ Edmund J. Cashman, Jr. Director January 2, 1996
Edmund J. Cashman, Jr.
/s/ John F. Curley, Jr. Director January 2, 1996
John F. Curley, Jr.
/s/ Harry M. Ford, Jr. Director January 2, 1996
Harry M. Ford, Jr.
/s/ Richard J. Himelfarb Director January 2, 1996
Richard J. Himelfarb
/s/ John E. Koerner, III Director January 2, 1996
John E. Koerner, III
/s/ John B. Levert Director January 2, 1996
John B. Levert, Jr.
[SIGNATURES CONTINUED]
<PAGE> 13
[SIGNATURES CONTINUED]
<S> <C> <C>
/s/ W. Curtis Livingston Director January 2, 1996
W. Curtis Livingston
/s/ Edward I. O'Brien Director January 2, 1996
Edward I. O'Brien
/s/ Peter F. O'Malley Director January 2, 1996
Peter F. O'Malley
/s/ Nicholas J. St. George Director January 2, 1996
Nicholas J. St. George
Director
Roger W. Schipke
/s/ Margaret DeB. Tutwiler Director January 2, 1996
Margaret DeB. Tutwiler
/s/ James E. Ukrop Director January 2, 1996
James E. Ukrop
Director
William Wirth
</TABLE>
<PAGE> 14
EXHIBIT INDEX
Exhibit
Number Description
5 - Opinion of Theodore S. Kaplan, Esq., General Counsel
of the Registrant.
23(a) - Consent of Coopers & Lybrand L.L.P.
(b) - Consent of Theodore S. Kaplan, Esq. (included in
Exhibit 5).
24 - Powers of Attorney of certain directors of registrant
(included on signature pages hereto).
<PAGE> 1
Legg Mason, Inc.
111 South Calvert Street
Baltimore, Maryland 21202
January 2, 1996
Board of Directors
Legg Mason, Inc.
111 South Calvert Street
Baltimore, Maryland 21202
Re: Legg Mason, Inc.
1,324,091 Shares of Common Stock
Gentlemen:
This opinion is being furnished in connection with the
proposed secondary offering of up to 1,324,091 shares (the
"Shares") of Common Stock, par value $.10 per share, of Legg
Mason, Inc. (the "Company") covered by the Registration Statement
on Form S-3 (the "Registration Statement") filed by the Company
under the Securities Act of 1933, as amended. The Shares were
issued to certain selling stockholders identified in the
prospectus (the "Prospectus") constituting part of the
Registration Statement.
Please be advised that I have examined the corporate
records of the Company (including the Articles of Incorporation,
as amended, By-laws, as amended, and minutes) and such other
documents as I considered necessary to give the opinion set forth
below. In connection with my examination, I have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to me as originals, and the conformity to the original
document of all documents submitted to me as copies.
Based upon and subject to the foregoing, it is my
opinion that the Shares have been duly and validly authorized and
constitute legally issued, fully paid and non-assessable shares
of Common Stock of the Company.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of my name
<PAGE> 2
therein and in the Prospectus. In giving this consent, I do not
admit that I am within the category of persons whose consent is
required by Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Theodore S. Kaplan
Theodore S. Kaplan
General Counsel
CONSENT OF INDEPENDENT ACCOUNTANTS
___________________
We consent to the incorporation by reference in the
registration statement of Legg Mason, Inc. on Form S-3 (which
registers shares of Legg Mason, Inc. Common Stock in connection
with Legg Mason, Inc.'s acquisition of Bartlett & Co.) of our
reports dated May 2, 1995, on our audits of the consolidated
financial statements and financial statement schedules of Legg
Mason, Inc. and Subsidiaries as of March 31, 1995 and 1994, and
for each of the three years in the period ended March 31, 1995,
which reports are included in Legg Mason, Inc.'s 1995 Annual
Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
January 2, 1996
Exhibit 23(a)
