July 17, 2000
Smith Barney Investment Trust
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
We have acted as counsel to Smith Barney Investment Trust, a
Massachusetts business trust ("Investment Trust"), in
connection with the proposed acquisition by Investment
Trust, on behalf of its series, Mid Cap Blend Fund (the
"Acquiring Fund"), of all or substantially all of the assets
and liabilities of the Mid Cap Fund (the "Acquired Fund"), a
series of Concert Investment Series, a Massachusetts
business trust ("Investment Series"), in exchange for voting
shares of the corresponding classes of shares of beneficial
interest of the Acquiring Fund (the "Shares"), pursuant to
an Agreement and Plan of Reorganization between Investment
Series, on behalf of the Acquired Fund, and Investment
Trust, on behalf of the Acquiring Fund (the "Plan").
We have examined Investment Trust's Registration Statement
on Form N-14 substantially in the form in which it is to
become effective (the "Registration Statement"), Investment
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 Investment Series
and the Acquired Fund, enforceable against each of
Investment Series and the Acquired Fund 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 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) Investment Trust is an organized, existing
business trust under the laws of The
Commonwealth of Massachusetts; and
(b) The Shares of the Acquiring Fund to be issued as
contemplated in the Plan have been duly
authorized, and, subject to the receipt by
Investment 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 Acquiring Fund under the laws of The
Commonwealth of Massachusetts. We note,
however, that holders of shares of beneficial
interest 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
Investment Trust or any distributor or dealer in connection
with the registration or qualification of Investment Trust
or the Shares under the securities laws of any state or
other jurisdiction.
This opinion is furnished by us as counsel to the Investment
Trust, is solely for the benefit of Investment 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,
/s/ Willkie Farr & Gallagher
