Exhibit 11
July 14, 2000
Smith Barney Income Funds
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
We have acted as counsel to Smith Barney Income Funds, a Massachusetts business
trust (the "Smith Barney Trust"), in connection with the proposed acquisition
by the Smith Barney Trust, on behalf of its series, Smith Barney Balanced Fund
(the "Smith Barney Fund"), of all or substantially all of the assets and
liabilities of CitiSelect Folio 200 Conservative and CitiSelect Folio 300
Balanced (together, the "CitiFunds"), each a series of the CitiFunds Trust I, a
Massachusetts business trust (the "CitiFunds Trust"), in exchange for voting
shares of the corresponding classes of shares of beneficial interest of the
Smith Barney Fund (the "Shares"), pursuant to an Agreement and Plan of
Reorganization between the CitiFunds Trust, on behalf of the CitiFunds, and the
Smith Barney Trust, on behalf of the Smith Barney Fund (the "Plan").
We have examined the Smith Barney Trust's Registration Statement on Form N14
substantially in the form in which it is to become effective (the "Registration
Statement"), the Smith Barney Trust's Master Trust Agreement and By-laws, each
as amended or supplemented to the date hereof, and the Plan.
We have also examined and relied upon other documents and certificates with
respect to factual matters as we have deemed necessary to render the opinions
expressed herein. We have assumed, without independent verification, the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity with originals of all documents submitted to
us as copies. We have further assumed that the Plan constitutes the legal,
valid and binding obligation of each of the CitiFunds Trust and the CitiFunds,
enforceable against each of the CitiFunds Trust and the CitiFunds in accordance
with its terms.
We are members of the bar of the State of New York and do not purport to be
experts on, or to express any opinion herein, concerning any law, other than
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the laws of the State of New York and the federal laws of the United States of
America. Anything in this opinion to the contrary notwithstanding, we render or
imply no opinion with respect to compliance with any applicable securities or
anti-fraud statutes, rules, regulations or other similar laws of any state
(including The Commonwealth of Massachusetts) or the United States of America.
In rendering the opinions herein, we assume that there will be no material
changes in the facts and conditions on which we base such opinions between the
date hereof and the time of issuance of Shares pursuant to the Plan.
Based upon the foregoing, we are of the opinion that:
(a) The Smith Barney Trust is an organized, existing business trust
under the laws of The Commonwealth of Massachusetts; and
(b) The Shares of the Smith Barney Fund to be issued as contemplated in
the Plan have been duly authorized, and, subject to the receipt by
the Smith Barney Trust of consideration equal to the net asset
value thereof (but in no event less than the par value thereof),
when issued in accordance with the Plan, will be validly issued,
fully paid and nonassessable Shares of the Smith Barney Fund under
the laws of The Commonwealth of Massachusetts. We note, however,
that holders of shares of beneficial interests in a Massachusetts
business trust may under certain circumstances be subject to
assessment at the instance of creditors to pay the obligations of
such trust in the event that its assets are insufficient for the
purpose.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in the Prospectus/Proxy
Statement included as part of the Registration Statement and to the filing of
this opinion as an exhibit to any application made by or on behalf of the Smith
Barney Trust or any distributor or dealer in connection with the registration
or qualification of the Smith Barney Trust or the Shares under the securities
laws of any state or other jurisdiction.
This opinion is furnished by us as counsel to the Smith Barney Trust, is solely
for the benefit of the Smith Barney Trust and its Trustees and its officers in
connection with the above described acquisition of assets and may not be relied
upon for any other purpose or by any other person.
Very truly yours,
Willkie Farr & Gallagher
