October 24, 2000
Smith Barney Intermediate Municipal Fund, Inc.
7 World Trade Center
New York, New York 10048
Ladies and Gentlemen:
We have acted as counsel to Smith Barney Intermediate Municipal Fund, Inc. (the
"Fund"), a corporation organized under the laws of the State of Maryland, in
connection with its proposed merger (the "Merger") with Smith Barney Municipal
Fund, Inc. ("SBT"), a corporation organized under the laws of the State of
Maryland. Pursuant to the Merger, outstanding shares of common stock, $.001 par
value, of SBT (the "SBT Shares") will be converted into full shares of common
stock, $.001 par value, of the Fund (the "SBI Shares").
We have examined copies of the Charter and By-Laws of the Fund, as amended, the
Fund's Registration Statement on Form N-14 (Securities File No. 333-45840) with
respect to the Merger (the "Registration Statement"), substantially in the form
in which it is to become effective, the Merger Agreement and Plan of
Reorganization, dated October 23, 2000 (the "Agreement"), resolutions adopted by
the Fund's Board of Directors and other records and documents that we have
deemed necessary or appropriate for the purpose of this opinion. We have also
examined such other documents, papers, statutes and authorities as we have
deemed necessary to form a basis for the opinion hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. We have also
assumed that the terms of the Agreement are fair and reasonable to the Fund. As
to various questions of fact material to our opinion, we have relied upon
statements and certificates of officers and representatives of the Fund and
others. As to matters governed by the laws of the State of Maryland, we have
relied upon the opinion of Venable, Baetjer and Howard, LLP that is attached to
this opinion.
Based upon the foregoing, we are of the opinion that when the Merger has been
duly approved by the stockholders of the Fund, appropriate Articles of Merger
with respect to the Merger have been accepted for record by the Maryland State
Department of Assessments and Taxation and the SBT
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Smith Barney Intermediate Municipal Fund, Inc.
October 24, 2000
Page 2
Shares have been converted into SBI Shares pursuant to the Agreement and the
Articles of Merger and in the manner described in the Registration Statement,
the SBI Shares will have been validly and legally authorized and issued and will
be fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Opinions" in the Proxy Statement/Prospectus included as part of the Registration
Statement.
Very truly yours,
/s/ Willkie Farr & Gallagher
