EXHIBIT 11
KIRKPATRICK & Lockhart LLP 1800 Massachusetts Avenue, NW
Second Floor
Washington, DC 20036-1800
202.778.9000
www.kl.com
ARTHUR C. DELIBERT
(202) 778-9046
[email protected]
December 19, 2000
Legg Mason Investors Trust, Inc.
100 Light Street
Baltimore, Maryland 21202
Ladies and Gentlemen:
You have requested our opinion, as counsel to Legg Mason Investors
Trust, Inc. (the "Company"), a Maryland corporation that includes, as a series,
Legg Mason Balanced Trust (the "Acquiring Fund"), as to certain matters
regarding the Shares of the Acquiring Fund to be issued in the reorganization of
Bartlett Basic Value 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 Primary Class,
Institutional Class and Financial Intermediary 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 May 15,
1993, as supplemented August 1, 1994, May 15, 1996, March 17, 1998 and as
amended, July 30, 1999 and November 17, 2000, and Bylaws, dated May 5, 1993, as
<PAGE>
Legg Mason Investors Trust, Inc.
December 19, 2000
Page 2
amended July 19, 1993, 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
