[LETTERHEAD OF LEGG MASON, INC.]
January 2, 2001
Board of Directors
Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202
Re: Legg Mason Wood Walker, Incorporated
Private Client Group Deferred Compensation Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is being furnished in connection with the
registration of 100,000 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.
Exhibits 5 and 23(b)
<PAGE>
January 2, 2001
Page 2
Based upon and subject to the foregoing, it is my opinion that
the Shares covered by the Registration Statement will, upon issuance of such
Shares pursuant to the Legg Mason Wood Walker, Incorporated Private Client Group
Deferred Compensation Plan (the "Plan") by the Company (assuming such issuances
are made in accordance with the terms of the Plan, as such Plan is filed as an
Exhibit to the Registration Statement), 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/ Robert F. Price
Robert F. Price
General Counsel
RFP:mbm
