February 28, 2000




Smith Barney Muni Funds
National Portfolio
388 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

We have acted as counsel to the National Portfolio
(the "National  Portfolio"), a series of Smith Barney
Muni Funds, a Massachusetts business trust ("Muni
Funds"), in connection with the proposed acquisition
by the National Portfolio of all or substantially all
of the assets and stated liabilities of Shepmyers
Investment Company ("Shepmyers"), a Pennsylvania
corporation, in exchange for shares of beneficial
interest of the National  Portfolio (the "Shares"),
pursuant to an Agreement and Plan of Reorganization to
be executed by Muni Funds, on behalf of the National
Portfolio, and by Shepmyers  (the "Plan").

We have examined Muni Funds' Registration Statement on
Form N-14 substantially in the form in which it is to
become effective (the "Registration Statement"), Muni
Funds' Declaration of Trust and Bylaws, 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 Shepmyers, enforceable against
Shepmyers 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)	Muni Funds is duly organized and validly
existing under the laws of The
Commonwealth of Massachusetts;
(b)	The Shares of the National Portfolio to be
issued as contemplated in the Plan have
been duly authorized, and, subject to the
receipt by the National Portfolio 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
National Portfolio under the laws of The
Commonwealth of Massachusetts.
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 Muni Funds on
behalf of the National Portfolio or any distributor or
dealer in connection with the registration or
qualification of the National Portfolio or the Shares
under the securities laws of any state or other
jurisdiction.

This opinion is furnished by us as counsel to the
National Portfolio, is solely for the benefit of Muni
Funds 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