<PAGE> COVER
As filed with the Securities and Exchange Commission on January 30, 1998
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LEGG MASON, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-1200960
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Light Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
LEGG MASON, INC./BRANDYWINE
1998 NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
THEODORE S. KAPLAN, ESQUIRE
Senior Vice President and General Counsel
Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202
(Name and address of agent for service)
(410) 539-0000
(Telephone number, including area code, of agent for service)
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share (1) Price Fee
<S> <C> <C> <C> <C>
Common Stock 225,836 shs. $48.9375 $11,051,849.25 $3,260.30
($.10 Par Value)
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h). The proposed maximum offering price per share
is based upon the average of the high and low sale prices for Legg Mason,
Inc. common stock on the New York Stock Exchange on January 29, 1998.
<PAGE> 1
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in
documents sent or given to participants in the Legg Mason,
Inc./Brandywine 1998 Non-Qualified Stock Option Plan (the "Plan")
pursuant to Rule 428(b)(1). Such documents are not being filed
with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Legg Mason, Inc. (the
"Company") with the Commission are incorporated herein by
reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1997.
(b) The Company's Quarterly Reports on Form 10-Q for
the quarters ended June 30, 1997 and September 30, 1997.
(c) The description of the Company's common stock,
$.10 par value, contained in Amendment No. 4 to the Company's
Application for Registration on Form 8-A, filed April 25, 1997.
In addition to the foregoing, all documents
subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing
of a post-effective amendment indicating that all of the
securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
<PAGE> 2
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of the Company's common
stock registered 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.
Item 6. Indemnification of Directors and Officers.
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 or failed to act
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 or omission 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 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.
The Registrant's officers and directors are insured
against certain liabilities under certain policies maintained by
the Registrant with aggregate maximum coverage of $35,000,000.
The foregoing summaries are subject to the complete
text of the statute, By-Laws and agreement referred to above and
are qualified in their entirety by reference thereto.
<PAGE> 3
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibits to this Registration Statement are listed
in the Exhibit Index on page 8 of this Registration Statement,
which Exhibit Index is incorporated herein by reference and made
a part hereof.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) That, for the purpose of determining any
liability under the Securities Act of 1933, as amended (the
"Securities Act"), each 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.
(2) 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, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference herein 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for 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 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
<PAGE> 4
appropriate jurisdiction the question whether such indemnifi-
cation by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
such issue.
<PAGE> 5
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-8 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 30th day of
January, 1998.
LEGG MASON, INC.
By: /s/ Theodore S. Kaplan
Theodore S. Kaplan
Senior Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Raymond A.
Mason, John F. Curley, Jr. and Theodore S. Kaplan, and each of
them, 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 necessary and requisite 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 by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Raymond A. Mason Chairman of the Board, January 30, 1998
Raymond A. Mason President and Chief
Executive Officer
(Principal Executive
Officer)
[SIGNATURES CONTINUED]
<PAGE> 6
[SIGNATURES CONTINUED]
/s/ F. Barry Bilson Vice President - January 30, 1998
F. Barry Bilson Finance
(Principal Financial
and Accounting Officer)
/s/ Harold L. Adams Director January 30, 1998
Harold L. Adams
/s/ Charles A. Bacigalupo Director January 30, 1998
Charles A. Bacigalupo
/s/ James W. Brinkley Director January 30, 1998
James W. Brinkley
/s/ Edmund J. Cashman, Jr. Director January 30, 1998
Edmund J. Cashman, Jr.
/s/ John F. Curley, Jr. Director January 30, 1998
John F. Curley, Jr.
/s/ Harry M. Ford, Jr. Director January 30, 1998
Harry M. Ford, Jr.
/s/ Richard J. Himelfarb Director January 30, 1998
Richard J. Himelfarb
/s/ John E. Koerner, III Director January 30, 1998
John E. Koerner, III
[SIGNATURES CONTINUED]
<PAGE> 7
[SIGNATURES CONTINUED]
/s/ John B. Levert, Jr. Director January 30, 1998
John B. Levert, Jr.
/s/ W. Curtis Livingston Director January 30, 1998
W. Curtis Livingston
/s/ Edward I. O'Brien Director January 30, 1998
Edward I. O'Brien
/s/ Peter F. O'Malley Director January 30, 1998
Peter F. O'Malley
/s/ Nicholas J. St. George Director January 30, 1998
Nicholas J. St. George
/s/ Roger W. Schipke Director January 30, 1998
Roger W. Schipke
/s/ Margaret DeB. Tutwiler Director January 30, 1998
Margaret DeB. Tutwiler
/s/ James E. Ukrop Director January 30, 1998
James E. Ukrop
/s/ William Wirth Director January 30, 1998
William Wirth
<PAGE> 8
EXHIBIT INDEX
Description of
Exhibit Number Document
4 Legg Mason, Inc./Brandywine 1998 Non-
Qualified Stock Option Plan
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.,
independent public accountants.
23(b) Consent of Theodore S. Kaplan, Esq.
(included in Exhibit 5).
24 Powers of Attorney of certain directors
of the Registrant (included on signature
pages hereto).
<PAGE> COVER
LEGG MASON, INC./BRANDYWINE
1998 NON-QUALIFIED STOCK OPTION PLAN
ARTICLE I - GENERAL
1.01. Purpose.
The purpose of the Legg Mason, Inc./Brandywine
1998 Non-Qualified Stock Option Plan (the "Plan") is to govern
the issuance and subsequent administration of certain non-
qualified stock options of Legg Mason, Inc. (the "Company")
authorized by the Board of Directors of the Company (the "Board")
to be issued to certain employees and officers of Brandywine
Asset Management, Inc. ("BAM") to replace outstanding BAM stock
options held by them as required by the Agreement and Plan of
Reorganization dated as of December 5, 1997 by and among the
Company, BAM, LM Acquisition Corp. and the shareholders of BAM
(the "Merger Agreement")
1.02. Administration.
(a) The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company
(the "Board"), as constituted from time to time.
(b) The Committee shall have the authority, in
its sole discretion and from time to time to interpret the Plan,
adopt, amend and rescind rules and regulations relating to the
Plan, and make all other determinations and take all other action
necessary or advisable for the implementation and administration
of the Plan. No member of the Committee shall be liable for any
action taken or decision made in good faith relating to the Plan
or any award thereunder.
Exhibit 4
<PAGE> 2
1.03. Aggregate Limitation on Awards.
Shares of stock which may be issued under the Plan
shall be authorized and unissued shares of Common Stock of the
Company ("Common Stock"). Shares of Common Stock issued under
the Plan shall be validly issued, fully paid and nonassessable,
shall have been registered with the United States Securities and
Exchange Commission under the Securities Act of 1933, as amended,
not later than 30 days after the Effective Date of the Plan
established in Section 1.04 below, and shall be listed on such
exchange as the outstanding shares of the Company's Common Stock
are listed as of the time of issuance. The maximum number of
shares of Common Stock which may be issued under the Plan shall
be 225,836, and no options shall be granted under the Plan except
for the stock options authorized by the Board to be issued as
required by the Merger Agreement.
1.04. Effective Date and Term of Plan.
The Plan shall become effective on the closing
date of the merger to be effected pursuant to the Merger
Agreement and shall remain in effect until the options awarded
hereunder have been exercised or terminated in accordance with
the Plan and the terms of such options.
ARTICLE II - NON-QUALIFIED STOCK OPTIONS
2.01. Stock Option Agreements.
The grant of a Stock Option shall be evidenced by
a written Stock Option Agreement, executed by the Company and the
holder of a Stock Option (the "Optionee"), stating the number of
<PAGE> 3
shares of Common Stock subject to the Stock Option evidenced
thereby, and in such form as is attached hereto as Exhibit A.
2.02. Stock Option Price.
The option price per share of Common Stock
deliverable upon the exercise of each Stock Option granted
pursuant to the Plan shall be the price determined in accordance
with the terms and provisions of Section 5.14 of the Merger
Agreement (the "Option Price").
2.03. Term and Exercise.
Each Stock Option shall be fully exercisable on
the date of its grant and may be exercised during a period ending
on the expiration dates set forth in Section 3.3(i) of the
Disclosure Schedule delivered by Brandywine in connection with
the Merger Agreement (the "Option Term"). No Stock Option shall
be exercisable after the expiration of its Option Term, and no
Stock Option shall terminate prior to the expiration of its
Option Term whether or not the Optionee continues to be employed
by the Company, BAM or any other affiliate of the Company.
2.04. Manner of Payment.
Each Stock Option Agreement shall set forth the
procedure governing the exercise of the Stock Option, and shall
provide that, upon such exercise in respect of any shares of
Common Stock subject thereto, the Optionee shall pay to the
Company, in full, the Option Price for such shares with cash or
with previously owned Common Stock.
<PAGE> 4
2.05. Delivery of Shares.
As soon as practicable after receipt of payment
but in no event later than two business days after the exercise
date (assuming such payment has been received), the Company shall
deliver to the Optionee a certificate or certificates for such
shares of Common Stock. The Optionee shall become a shareholder
of the Company with respect to Common Stock represented by the
share certificates so issued and as such shall be fully entitled
to receive dividends, to vote and to exercise all other rights of
a shareholder.
2.06. Death of Optionee.
Upon the death of the Optionee, any rights to the
extent exercisable on the date of death may be exercised by the
Optionee's estate, or by a person who acquires the right to
exercise such Stock Option by bequest or inheritance or by reason
of the death of the Optionee, provided that such exercise occurs
within the Option Term.
ARTICLE III - MISCELLANEOUS
3.01. Non-Assignability.
No award under the Plan shall be assignable or
transferable by the recipient thereof, except by will or by the
laws of descent and distribution. During the life of the
recipient, such award shall be exercisable only by such person or
by such person's guardian or legal representative.
<PAGE> 5
3.02. Withholding Taxes.
Whenever the Company is required to issue or
transfer shares of Common Stock under the Plan, the Company shall
have the right to require the grantee to remit to the Company an
amount sufficient to satisfy any Federal, state and/or local
withholding tax requirements prior to the delivery of any
certificate or certificates for such shares. Alternatively, the
Company may issue or transfer such shares of Common Stock net of
the number of shares sufficient to satisfy the withholding tax
requirements. For purposes of determining the number of shares
necessary to satisfy the withholding tax requirements, the shares
retained by the Company shall be determined at a per share price
equal to the average closing price, as reported by the New York
Stock Exchange, of a share of Legg Mason Common Stock, for the
ten most recent days that the Stock has traded ending on the day
immediately prior to the date of exercise of the option.
3.03. Right to Terminate Employment.
Nothing in the Plan or in any agreement entered
into pursuant to the Plan shall require or confer upon any
participant the obligation or right to continue in the employment
of BAM or the Company or affect any right which the participant
or BAM or the Company may have to terminate the employment of
such participant.
<PAGE> 6
3.04. Rights as a Shareholder.
The recipient of any award under the Plan shall
have no rights as a shareholder with respect thereto unless and
until certificates for shares of Common Stock are issued to him.
3.05. Adjustments.
In any event of any change in the outstanding
Common Stock by reason of a stock dividend or distribution,
recapitalization, merger, consolidation, split-up, combination,
exchange of shares or the like, the Committee shall appropriately
adjust the number of shares of Common Stock which may be issued
under the Plan, the number of shares of Common Stock subject to
Stock Options theretofore granted under the Plan, the option
price of Stock Options theretofore granted under the Plan, and
any and all matters deemed appropriate by the Committee.
IN WITNESS WHEREOF, the Company by and through its duly
authorized officers have caused its seal to be made as of the
16th day of January, 1998.
LEGG MASON, INC.
By: /s/ Edward A. Taber III
Edward A. Taber III
Senior Executive Vice President
Attest: /s/ Michael A. Gilbert
Michael A. Gilbert
Assistant Secretary
<PAGE> 1
EXHIBIT A
LEGG MASON, INC./BRANDYWINE
1998 NON-QUALIFIED STOCK OPTION PLAN
STOCK OPTION AGREEMENT
Date of Grant: January __, 1998
THIS GRANT, dated as of the date of grant first stated
above (the "Date of Grant"), is delivered by Legg Mason, Inc., a
Maryland corporation ("Legg Mason"), to __________________ (the
"Grantee"), who is an employee or officer of Brandywine Asset
Management, Inc., a wholly-owned subsidiary of Legg Mason
("BAM").
WHEREAS, the Board of Directors of Legg Mason (the
"Board") adopted the Legg Mason, Inc./Brandywine 1998 Non-
Qualified Stock Option Plan (the "Plan") effective as of January
__, 1998.
WHEREAS, the Plan provides for the granting of non-
qualified stock options by the Board to certain officers and key
employees of BAM to purchase shares of the Common Stock of Legg
Mason (the "Stock"), in accordance with the terms and provisions
thereof; and
WHEREAS, the Board has authorized the grant to the
Grantee of this non-qualified stock option under the Plan.
NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Grant of Option.
Subject to the terms and conditions hereinafter
set forth, Legg Mason, with the approval and at the direction of
<PAGE> 2
the Committee, hereby grants to the Grantee, as of the Date of
Grant, an option to purchase up to _____ shares of Stock at a
price of $_________ per share (the "Option Price") . Such option
is hereinafter referred to as the "Option" and the shares of
stock purchasable upon exercise of the option are hereinafter
sometimes referred to as the "Option Shares". The Option is
intended by the parties hereto to be, and shall be treated as, a
non-qualified stock option.
2. Exercise.
The option shall be immediately exercisable, the
Grantee having the right hereunder to purchase the Option Shares
from Legg Mason upon exercise of the Option, on and after the
Date of Grant.
3. Termination of Option.
(a) The Option and all rights hereunder with
respect thereto, to the extent such rights shall not have been
exercised, shall terminate and become null and void at 5:00 p.m.,
Eastern Time on ____________, 20____ (the "Option Term").
(b) In the event of the death of the Grantee, the
Option may be exercised, to the extent exercisable on the date of
death, by the Grantee's estate, or by a person who acquires the
right to exercise such Stock Option by bequest or inheritance or
by reason of the death of the Optionee, provided that such
exercise occurs within the Option Term.
(c) Termination of the Grantee's employment by
Grantee or by Legg Mason, BAM or any other affiliate of Legg
Mason, whether with or without cause, shall not result in the
<PAGE> 3
termination of this Option prior to the expiration of the Option
Term.
4. Exercise of Options.
(a) The Grantee may exercise the Option at any
time and from time to time during the Option Term with respect to
all or any part of the number of Option Shares then exercisable
hereunder by giving the Secretary of Legg Mason written notice of
intent to exercise. The notice of exercise shall specify the
number of Option Shares as to which the option is to be exercised
and the date of exercise thereof, which date shall be at least
five days after the giving of such notice unless an earlier time
shall have been mutually agreed upon.
(b) Full payment (in U.S. dollars) by the Grantee
of the Option Price for the Option Shares purchased shall be made
on or before the exercise date specified in the notice of
exercise in cash, or, in whole or in part through the surrender
of previously acquired shares of Legg Mason Common Stock at their
fair market value (as defined below) on the exercise date.
On the exercise date specified in the Grantee's notice
or as soon thereafter as is practicable, Legg Mason shall cause
to be delivered to the Grantee, a certificate or certificates for
the Option Shares then being purchased upon full payment for such
Option Shares. Such Option Shares shall be validly issued, fully
paid and nonassessable, shall have been registered with the
United States Securities and Exchange Commission under the
Securities Act of 1933, as amended, not later than 30 days after
the Date of Grant of this Option, and shall be listed on such
<PAGE> 4
exchange as the outstanding shares of the Company's Common Stock
are listed as of the time of issuance.
(c) If the Grantee fails to pay for any of the
Option Shares specified in such notice or fails to accept
delivery thereof, the Grantee's right to purchase such Option
Shares may be terminated by Legg Mason. The date specified in
the Grantee's notice as the date of exercise shall be deemed the
date of exercise of the Option, provided that payment in full for
the Option Shares to be purchased upon such exercise shall have
been received by such date.
5. Adjustment of and Changes in Stock of Legg Mason.
In the event of a stock split or stock dividend,
the number of Option Shares under this Agreement which have not
been acquired by Optionee shall be adjusted upward or downward to
reflect the stock split and/or stock dividend so that the
percentage of Option Shares still available hereunder to the
total outstanding and issued shares prior to the stock split
and/or stock dividend equals the percentage of Option Shares to
the total issued and outstanding shares after the stock split
and/or stock dividend. A corresponding adjustment in the Option
Price shall also be made.
In the event of any other reorganization,
recapitalization, change of shares, spin-off, reclassification,
subdivision or combination of shares, merger, consolidation,
rights offering, or any other change in the corporate structure
or shares of capital stock of Legg Mason (other than a stock
split or stock dividend), the Committee shall make such
<PAGE> 5
adjustment as it deems appropriate in the number and kind of
shares of Stock subject to the Option or in the Option Price;
provided, however, that no such adjustment shall give the Grantee
any additional benefits under the Option.
6. Fair Market Value.
As used herein, "fair market value" of the common
stock shall be the per share price equal to the average closing
price, as reported by the New York Stock Exchange, of a share of
Legg Mason Common Stock, for the ten most recent days that the
Stock has traded ending on the day immediately prior to the date
of exercise of the Grantee's Option.
7. No Rights of Stockholders.
Neither the Grantee nor any personal
representative of the Grantee shall be, or shall have any of the
rights and privileges of, a stockholder of Legg Mason with
respect to any shares of Stock purchasable or issuable upon the
exercise of the Option, in whole or in part, prior to the date of
exercise of the Option.
8. Non-Transferability of Option.
During the Grantee's lifetime, the Option
hereunder shall be exercisable only by the Grantee or any
guardian or legal representative of the Grantee, and the Option
shall not be transferable except, in case of the death of the
Grantee, by will or the laws of descent and distribution, nor
shall the Option be subject to attachment, execution or other
similar process. In the event of (a) any attempt by the Grantee
to alienate, assign, pledge, hypothecate or otherwise dispose of
<PAGE> 6
the Option, except as provided for herein, or (b) the levy of any
attachment, execution or similar process upon the rights or
interest hereby conferred, any such attempted disposition of the
Option shall be disregarded for all purposes.
9. Employment Not Affected.
Neither the granting of the Option nor its
exercise shall be construed as granting to the Grantee any right
with respect to continuance of employment by Legg Mason or BAM.
Except as may otherwise be limited by a written agreement between
BAM and the Grantee, the right of BAM to terminate at will the
Grantee's employment with it at any time (whether by dismissal,
discharge, retirement or otherwise) is specifically reserved by
BAM and acknowledged by the Grantee.
10. Amendment of Option.
The Option may be amended by the Board or the
Committee at any time with the consent of the Grantee.
11. Notice.
Any notice to Legg Mason provided for in this
instrument shall be addressed to it in care of its Secretary at
its executive offices at 100 Light Street, Baltimore, MD 21202,
and any notice to the Grantee shall be addressed to the Grantee
at the current address shown on the payroll records of BAM. Any
notice shall be deemed to be duly given if and when properly
addressed and posted by registered or certified mail, postage
prepaid.
12. Incorporation of Plan by Reference.
<PAGE> 7
The Option is granted pursuant to the terms of the
Plan, the terms of which are incorporated herein by reference,
and the Option shall in all respects be interpreted in accordance
with the Plan. The Committee shall interpret and construe the
Plan and this instrument, and its interpretations and
determination shall be conclusive and binding on the parties
hereto and any other person claiming an interest hereunder, with
respect to any issue arising hereunder or thereunder.
13. Governing Law.
The validity, construction, interpretation and
effect of this instrument shall exclusively be governed by and
determined in accordance with the law of the State of Maryland,
except to the extent preempted by federal law, which shall to
that extent govern.
IN WITNESS WHEREOF, Legg Mason has caused its duly
authorized officers to execute this Stock Option Agreement and
the Grantee has placed his or her signature hereon, effective as
of the Date of Grant.
LEGG MASON, INC.
By: _______________________________
Charles A. Bacigalupo
Senior Vice President
ACCEPTED AND AGREED TO:
By: _______________________________
Grantee
<PAGE> 1
[LEGG MASON LETTERHEAD]
January 30, 1998
Board of Directors
Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202
Re: Legg Mason, Inc./Brandywine 1998 Non-Qualified
Stock Option Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is being furnished in connection with the
registration of 225,836 shares (the "Shares") of common stock,
par value $.10 per share, of Legg Mason, Inc. (the "Company")
with the Securities and Exchange Commission on Form
S-8.
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 issuable as contemplated by the
Registration Statement or otherwise covered by the Registration
Statement will, upon issuance of such Shares by the Company in
accordance with the terms of the Legg Mason, Inc./Brandywine 1998
Non-Qualified Stock Option Plan, as such Plan is incorporated by
reference in the Registration Statement, constitute legally
issued, fully paid and non-assessable shares of common stock of
the Company.
Exhibits 5 and 23(b)
<PAGE> 2
January 30, 1998
Page 2
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of my name
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
TSK:pc
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
___________________
We consent to the incorporation by reference in the
registration statement of Legg Mason, Inc. on Form S-8 (which
registers 225,836 shares of Legg Mason, Inc. Common Stock under
the Legg Mason, Inc./Brandywine 1998 Non-Qualified Stock Option
Plan) of our reports dated May 2, 1997, on our audits of the
consolidated financial statements and financial statement
schedules of Legg Mason, Inc. and Subsidiaries as of March 31,
1997 and 1996, and for each of the three years in the period
ended March 31, 1997, which reports are included in Legg Mason,
Inc.'s 1997 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
January 30, 1998
Exhibit 23(a)
