February , 2000 The National Portfolio Smith Barney Muni Funds 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: You have asked us for our opinion concerning certain federal income tax consequences to (a) Shepmyers Investment Company ("Shepmyers"), a Pennsylvania corporation, (b) the National Portfolio (the "National Portfolio"), a series of Smith Barney Muni Funds, a Massachusetts business trust ("Muni Funds"), and (c) holders of shares of common stock in Shepmyers ("Shepmyers Shareholders") when the Shepmyers Shareholders receive beneficial interests of the National Portfolio (the "Shares") in exchange for their interests in Shepmyers pursuant to an acquisition by the National Portfolio of all or substantially all of the assets of Shepmyers in exchange for the Shares and the assumption by the National Portfolio of the stated liabilities of Shepmyers (the "Reorganization"), all pursuant to an agreement and plan of reorganization (the "Plan"). As used herein, the term "Closing Date" has the same meaning as used in the Plan. We have reviewed such documents and materials as we have considered necessary for the purpose of rendering this opinion. In addition, we have assumed the genuineness of all signatures, the capacity of each party executing a document so to execute that document, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies. We have made inquiry as to the underlying facts which we considered to be relevant to the conclusions set forth in this letter. The opinions expressed in this letter are based upon certain factual statements relating to Shepmyers and the National Portfolio set forth in the Registration Statement on Form N-14 (the "Registration Statement") filed by Muni Funds, on behalf of the National Portfolio, with the Securities and Exchange Commission and representations made in letters from Shepmyers (including the principal shareholders of Shepmyers), and Muni Funds, on behalf of the National Portfolio, addressed to us for our use in rendering this final opinion. We have no reason to believe that these representations and facts are not valid, but we have not attempted to verify independently any of these representations and facts, and this opinion is based upon the assumption that each of them is accurate. Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Registration Statement. The conclusions expressed herein are based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations issued thereunder, published rulings and procedures of the Internal Revenue Service and judicial decisions, all as in effect on the date of this letter. Based upon the foregoing, we are of the opinion that for federal income tax purposes: (i)	the transfer to the National Portfolio of all or substantially all of the assets of Shepmyers in exchange solely for the Shares and the assumption by the National Portfolio of all of the stated liabilities of Shepmyers, followed by the distribution of such Shares to the Shepmyers Shareholders in exchange for their common stock of Shepmyers in complete liquidation of Shepmyers, will constitute a "reorganization" within the meaning of Section 368(a)(1) of the Code, and the National Portfolio and Shepmyers will each be "a party to a reorganization" within the meaning of Section 368(b) of the Code; (ii)	no gain or loss will be recognized by Shepmyers upon the transfer of all or substantially all of its assets to the National Portfolio in exchange solely for the Shares and the assumption by the National Portfolio of all of the stated liabilities of Shepmyers, or upon the distribution of the Shares to the Shepmyers Shareholders; (iii)	the basis of the assets of Shepmyers in the hands of the National Portfolio will be the same as the basis of such assets of Shepmyers immediately prior to the transfer; (iv)	the holding period of the assets of Shepmyers in the hands of the National Portfolio will include the period during which such assets were held by Shepmyers; (v)	no gain or loss will be recognized by the National Portfolio upon the receipt of the assets of Shepmyers in exchange for the Shares and the assumption by the National Portfolio of all of the stated liabilities of Shepmyers; (vi)	no gain or loss will be recognized by the Shepmyers Shareholders upon the receipt of the Shares solely in exchange for their shares of Shepmyers as part of the transaction; (vii)	the aggregate basis of the Shares received by a Shepmyers Shareholder will be the same as the aggregate basis of the shares of Shepmyers exchanged therefor; and (viii)	the holding period of the Shares received by a Shepmyers Shareholder will include the holding period during which the shares of Shepmyers exchanged therefor were held, provided that at the time of the exchange the shares of Shepmyers were held as capital assets by the shareholder. Very truly yours,