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EXHIBIT 99.12
_____________, 2000
Smith Barney Growth and Income Fund
388 Greenwich Street
New York, New York 10013
Smith Barney Large Cap Blend Fund
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
You have asked us for our opinion concerning certain federal income tax
consequences to (a) Smith Barney Equity Funds, a Massachusetts business trust
(the "Acquired Trust"), on behalf of Smith Barney Large Cap Blend Fund (the
"Fund"), a separate series of the Acquired Trust, (b) Smith Barney Investment
Series, a Massachusetts business trust (the "Acquiring Trust"), on behalf of
Smith Barney Growth and Income Fund (the "Acquiring Fund"), a separate series of
the Acquiring Trust, and (c) holders of shares of beneficial interest in the
Fund ("Fund Shareholders") when Fund Shareholders receive voting shares of
beneficial interest of the Acquiring Fund (the "Acquiring Fund Shares") in
exchange for their interests in the Fund pursuant to an acquisition by the
Acquiring Fund of all of the assets of the Fund in exchange for the Acquiring
Fund Shares and the assumption by the Acquiring Fund of all of the stated
liabilities of the Fund (the "Reorganization"), all pursuant to that certain
Agreement and Plan of Reorganization (the "Plan"), dated ________, 2000 (the
"Effective Date"), between the Acquired Trust, on behalf of the Fund, and the
Acquiring Trust, on behalf of the Acquiring Fund.
We have reviewed such documents and materials as we have considered necessary
for the purpose of rendering this opinion. In rendering this opinion, we have
assumed that such documents as yet unexecuted will, when executed, conform in
all material respects to the proposed forms of such documents that we have
examined. In addition, we have assumed the genuineness of all signatures, the
capacity of each party executing a document to so execute that document, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies.
We have made inquiry as to the underlying facts which we considered to be
relevant to the conclusions set forth in this letter. The opinions expressed in
this letter are based upon certain factual statements relating to the Fund and
the Acquiring Fund set forth in the Registration Statement on Form N-14 (the
"Registration Statement") filed by the Acquiring Fund with the Securities and
Exchange Commission and representations made in letters from the Fund and the
Acquiring Fund addressed to us for our use in rendering this opinion. We have no
reason to believe that these representations and facts are not valid, but we
have not attempted to verify independently any of these representations and
facts, and this opinion is based upon the
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assumption that each of them is accurate. Capitalized terms used herein and not
otherwise defined shall have the meaning given them in the Registration
Statement.
The conclusions expressed herein are based upon the Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations issued thereunder, published
rulings and procedures of the Internal Revenue Service and judicial decisions,
all as in effect on the date of this letter.
Based upon the foregoing, we are of the opinion that for federal income tax
purposes:
(a) the transfer of all of the Fund's assets in exchange for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of the
stated liabilities of the Fund, and the distribution of such Acquiring Fund
Shares to shareholders of the Fund in exchange for their shares of the
Fund, will constitute a "reorganization" within the meaning of Section
368(a)(1) of the Code, and the Acquiring Fund and the Fund are each a
"party to a reorganization" within the meaning of Section 368(b) of the
Code;
(b) no gain or loss will be recognized by the Acquiring Fund on the
receipt of the assets of the Fund in exchange for the Acquiring Fund Shares
and the assumption by the Acquiring Fund of all of the stated liabilities
of the Fund;
(c) no gain or loss will be recognized by the Fund upon the transfer
of the Fund's assets to the Acquiring Fund in exchange for the Acquiring
Fund Shares and the assumption by the Acquiring Fund of the stated
liabilities of the Fund or upon the distribution (whether actual or
constructive) of the Acquiring Fund Shares to the Fund Shareholders in
exchange for their shares of the Fund;
(d) no gain or loss will be recognized by the Fund Shareholders upon
the exchange of their shares of the Fund for the Acquiring Fund Shares or
upon the assumption by the Acquiring Fund of the stated liabilities of the
Fund;
(e) the aggregate tax basis for the Acquiring Fund Shares received by
each of the Fund Shareholders pursuant to the Reorganization will be the
same as the aggregate tax basis of the shares of the Fund held by such
shareholder immediately prior to the Reorganization, and the holding period
of the Acquiring Fund Shares to be received by each Fund Shareholder will
include the period during which the shares of the Fund exchanged therefor
were held by such shareholder (provided that such Fund shares were held as
capital assets on the date of such Reorganization); and
(f) the tax basis of the Fund's assets acquired by the Acquiring Fund
will be the same as the tax basis of such assets to the Fund immediately
prior to the Reorganization, and the holding period of the assets of the
Fund in the hands of the Acquiring Fund will include the period during
which those assets were held by the Fund.
Very truly yours,
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