<PAGE> COVER
As filed with the Securities and Exchange Commission on January 16, 1998
Registration No. 333-_________
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)
Maryland 52-1200960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Light Street
Baltimore, Maryland 21202
(410) 539-0000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
THEODORE S. KAPLAN
Senior Vice President
and General Counsel
Legg Mason, Inc.
100 Light 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
maximum Proposed
Title of each class Amount aggregate maximum Amount of
of securities to to be offering price aggregate registration
be registered registered per unit* offering price* fee*
<S> <C> <C> <C> <C>
Common Stock, 2,574,156 shs. $49.625 $127,742,491.50 $37,684.03
par value $.10
per share
</TABLE>
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) based upon the average of the high and low prices reported by the
New York Stock Exchange, Inc. for January 15, 1998.
<PAGE> 1
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JANUARY 16, 1998
PROSPECTUS
2,574,156 Shares
LEGG MASON, INC.
Common Stock
($.10 Par Value)
This Prospectus relates to 2,574,156 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, a
wholly-owned subsidiary of the Company ("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, as amended (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 January 15, 1998, the reported last sale price of the Common Stock on
the New York Stock Exchange was $49 3/16 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 __, 1998.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (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 on the Commission's Internet site at "http://www.sec.gov" and 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,
1997; (2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1997 and September 30, 1997; and (3) the description of the Company's
Common Stock contained in the Amendment on Form 8 filed April 25, 1997 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, upon written or oral request of such person, 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., 100 Light 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 advisory subsidiaries are Western Asset Management Company,
Brandywine Asset Management, Inc. ("Brandywine"), Legg Mason Fund Adviser,
Inc., Bartlett & Co. and Batterymarch Financial Management, 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 100 Light 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>
Name Number of Shares
<S> <C>
Robert F. Boyd 13,687
Benedict E. Capaldi 155,446
Luz E. Carey 977
Alexander C. Cutler 1,955
Judy L. DiMaio 977
Paul D. Ehrlichman 188,687
Earl J. Gaskins 4,888
W. Anthony Hitschler 823,184
David F. Hoffman 25,419
Michael D. Jamison 178,910
Scott L. Kuensell 18,575
Paul R. Lesutis 214,106
Carl M. Lindberg 255,167
Henry F. Otto 165,223
Willard J. Scott 58,659
Stephen S. Smith 394,972
Steven M. Tonkovich 25,419
Edward A. Trumpbour 47,905
Total 2,574,156
</TABLE>
The 2,574,156 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 16, 1998 of Brandywine, an investment advisory
firm located in Wilmington, Delaware (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. The purpose of the escrow is to secure
contingent obligations to indemnify the Company in certain circumstances under
the terms of the acquisition agreement.
<PAGE> 5
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 for use in the preparation of 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 for use in the preparation of
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 and an agreement entered into among
the Selling Stockholders, there are certain limitations on the aggregate
number of shares that can be sold hereunder during certain periods by the
Selling Stockholders. For the period beginning the date of this Prospectus
and ending November 1, 1998, the aggregate number of shares that can be sold by
all of the Selling Stockholders is 386,123 shares, less the total number of
shares of Common Stock sold by the Selling Stockholders in one or more
underwritten public offerings effected pursuant to the Registration Statement
or otherwise.
EXPERTS
The consolidated statements of financial condition as of March 31, 1997
and 1996 and the consolidated statements of earnings, cash flows, and
stockholders' equity for each of the three years in the period ended
March 31, 1997, and the consolidated financial statement schedules listed in
Item 14(a)(1) and (2) of the 1997 Form 10-K incorporated by reference in this
Prospectus from the 1997 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> 6
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........................... $37,684
Accounting fees and expenses................. 1,500
Printing and/or reproduction................. 500
Miscellaneous expenses....................... 316
Total........................ $40,000
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 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 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 By-Laws,
statute and agreement referred to above and are qualified in their entirety
by reference thereto.
<PAGE> 7
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Securities Act
if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement;
(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 with or furnished to
the Commission to be included in a post-effective amendment by those
clauses is contained in periodic reports filed with or furnished to the
Commission 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.
<PAGE> 8
(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 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 of 1933 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 Securities and Exchange
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 appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE> 9
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 16th day of
January, 1998.
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>
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Raymond A. Mason Chairman of the Board, President and January 16, 1998
Raymond A. Mason Chief Executive Officer (Principal
Executive Officer)
/s/F. Barry Bilson Vice President - Finance January 16, 1998
F. Barry Bilson (Principal Financial and
Accounting Officer)
[SIGNATURES CONTINUED]
<PAGE> 10
[SIGNATURES CONTINUED]
/s/Harold L. Adams Director January 16, 1998
Harold L. Adams
/s/Charles A. Bacigalupo Director January 16, 1998
Charles A. Bacigalupo
/s/James W. Brinkley Director January 16, 1998
James W. Brinkley
/s/Edmund J. Cashman, Jr. Director January 16, 1998
Edmund J. Cashman, Jr.
/s/ John F. Curley, Jr. Director January 16, 1998
John F. Curley, Jr.
Director January __, 1998
Harry M. Ford, Jr.
/s/Richard J. Himelfarb Director January 16, 1998
Richard J. Himelfarb
/s/John E. Koerner, III Director January 16, 1998
John E. Koerner, III
/s/John B. Levert, Jr. Director January 16, 1998
John B. Levert, Jr.
[SIGNATURES CONTINUED]
<PAGE> 11
[SIGNATURES CONTINUED]
Director January __, 1998
W. Curtis Livingston
/s/Edward I. O'Brien Director January 16, 1998
Edward I. O'Brien
/s/Peter F. O'Malley Director January 16, 1998
Peter F. O'Malley
/s/Nicholas J. St. George Director January 16, 1998
Nicholas J. St. George
Director January __, 1998
Roger W. Schipke
/s/Margaret DeB. Tutwiler Director January 16, 1998
Margaret DeB. Tutwiler
/s/James E. Ukrop Director January 16, 1998
James E. Ukrop
/s/William Wirth Director January 16, 1998
William Wirth
<PAGE> 12
EXHIBIT INDEX
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., independent public
accountants
(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).
</TABLE>
<PAGE> 1
Exhibit 5
Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202
January 16, 1998
Board of Directors
Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202
Re: Legg Mason, Inc.
2,574,156 Shares of Common Stock
Gentlemen:
This opinion is being furnished in connection with the proposed
secondary offering of up to 2,574,156 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 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
<PAGE> 1
Exhibit 23(a)
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
Brandywine Asset Management, Inc.) 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 16, 1998
