EXHIBIT 11
Kirkpatrick & Lockhart LLP 1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036-1800
202.778.9000
www.kl.com
ARTHUR C. DELIBERT
(202) 778-9042
[email protected]
December 19, 2000
Legg Mason Global Trust, Inc.
100 Light Street
Baltimore, Maryland 21202
Ladies and Gentlemen:
You have requested our opinion, as counsel to Legg Mason Global Trust,
Inc. (the "Company"), a Maryland corporation that includes, as a series, Legg
Mason Europe Fund (the "Acquiring Fund"), as to certain matters regarding the
Shares of the Acquiring Fund to be issued in the reorganization of Bartlett
Value International Fund (the "Acquired Fund"), a series of Bartlett Capital
Trust (the "Trust"), a Massachusetts business trust, into the Acquiring Fund, as
provided for in the Agreement and Plan of Reorganization and Termination between
the Company, on behalf of the Acquiring Fund, and the Trust, on behalf of the
Acquired Fund (the "Agreement"). The Agreement provides for the Acquired Fund to
transfer its assets to the Acquiring Fund in exchange solely for the issuance of
Shares and the Acquiring Fund's assumption of the liabilities of the Acquired
Fund. (As used in this letter, the term "Shares" means the Class A, Primary
Class and Institutional Class shares of common stock of the Acquiring Fund
issued in fulfillment of the Agreement.)
As such counsel, we have examined certified or other copies, believed
by us to be genuine, of the Company's Articles of Incorporation, dated December
31, 1992, as supplemented August 1, 1994, November 10, 1994 and February 15,
<PAGE>
Legg Mason Global Trust, Inc.
December 19, 2000
Page 2
1996, and amended April 11, 1995, June 6, 1996, June 30, 1999, September 14,
1999 and December 11, 2000, and Bylaws, dated December 31, 1992, and such other
documents relating to its organization and operation as we have deemed relevant
to our opinion, as set forth herein. Our opinion is limited to the laws and
facts in existence on the date hereof, and it is further limited to the laws
(other than the conflict of law rules) of the State of Maryland that in our
experience are normally applicable to the issuance of shares by corporations and
to the Securities Act of 1933, as amended (the "1933 Act"), the Investment
Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations
of the Securities and Exchange Commission (the "SEC") thereunder.
Based on the foregoing, we are of the opinion that the issuance of the
Shares has been duly authorized by the Company and that, when issued and sold in
accordance with the terms contemplated by the Company's registration statement
on Form N-14 ("Registration Statement"), including receipt by the Company of
full payment for the Shares and compliance with the 1933 Act and the 1940 Act,
the Shares will have been legally issued, fully paid, and non-assessable.
We hereby consent to this opinion accompanying the Registration
Statement when it is filed with the SEC and to the reference to our firm in the
Registration Statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
