KIRKPATRICK & LOCKHART LLP 1800 Massachusetts Avenue, NW
Second Floor
Washington, DC 20036-1800
202.778.9100
www.kl.com
ARTHUR C. DELIBERT
(202) 778-9042
[email protected]
January 17, 2001
Legg Mason Total Return Trust, Inc.
100 Light Street
Baltimore, MD 21202
Dear Sir or Madam:
Legg Mason Total Return Trust, Inc. (the "Corporation") is a
corporation organized under the laws of the State of Maryland by Articles of
Incorporation dated May 22, 1985. You have requested our opinion as to certain
matters regarding the issuance of certain Shares of the Corporation. As used in
this letter, the term "Shares" means the Institutional Class and Financial
Intermediary Class shares of common stock of the Corporation. This opinion is
valid with respect to each of Institutional Class and Financial Intermediary
Class only during the time that Post-Effective Amendment No. 25 to the
Corporation's Registration Statement on Form N-1A is effective and has not been
superseded by another post-effective amendment, containing a prospectus
applicable to that Class, that has become effective.
We have, as counsel, participated in various corporate and other
matters relating to the Corporation. We have examined copies of the Articles of
Incorporation and By-Laws, the minutes of meetings of the directors and other
documents relating to the organization and operation of the Corporation, either
certified or otherwise proven to our satisfaction to be genuine, and we are
generally familiar with its business affairs. Based upon the foregoing, it is
our opinion that, when sold in accordance with the Corporation's Articles of
Incorporation, By-Laws and the terms contemplated by Post-Effective Amendment
No. 25 to the Corporation's Registration Statement, the Shares will have been
legally issued, fully paid and nonassessable by the Corporation.
We hereby consent to the filing of this opinion in connection with
Post-Effective Amendment No. 25 to the Corporation's Registration Statement on
Form N-1A (File No. 2-97908) being filed with the Securities and Exchange
Commission. We also consent to the reference to our firm in the Statement of
Additional Information filed as part of the Registration Statement.
Sincerely,
/s/ Kirkpatrick & Lockhart LLP
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KIRKPATRICK & LOCKHART LLP
