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April 24, 1995


Smith Barney Investment Funds Inc.,
  on behalf of Growth
  Opportunity Fund
388 Greenwich Street
New York, New York  10013

Common Sense Trust, on behalf
  of Growth Opportunity Fund
3100 Breckenridge Boulevard
Duluth, Georgia  30199

Ladies and Gentlemen:

You have asked us for our opinion concerning
certain federal income tax
consequences to (a) Growth Opportunity Fund, a
separate series of Common Sense
Trust (the "Acquired Fund"), (b) Growth
Opportunity Fund, a separate series of
Smith Barney Investment Funds Inc. (the
"Acquiring Fund"), and (c) holders of
shares of beneficial interest in the Acquired
Fund (the "Acquired Fund
Shareholders") when the holders of Class A and
Class B shares in the Acquired
Fund receive Class A and Class B shares,
respectively, of the Acquiring Fund
(all such shares of the Acquiring Fund
referred to hereinafter as the
"Acquiring Fund Shares"), in liquidation of
their interests in the Acquired
Fund pursuant to an acquisition by the
Acquiring Fund of all or substantially
all of the assets of the Acquired Fund in
exchange for the Acquiring Fund
Shares and the assumption by the Acquiring
Fund of certain scheduled
liabilities of the Acquired Fund and the
subsequent liquidation of the
Acquired Fund and distribution in liquidation
of the Acquiring Fund Shares to
the Acquired Fund Shareholders.

We have reviewed such documents and materials
as we have



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considered necessary for the purpose of
rendering this opinion.  In rendering
this opinion, we assume that such documents as
yet unexecuted will, when
executed, conform in all material respects to
the proposed forms of such
documents that we have examined.  In addition,
we assume 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 the
Acquired Fund and the Acquiring Fund set forth
in the Registration Statement
on Form N-14 (the "Registration Statement")
filed by Smith Barney Investment
Funds Inc., on behalf of the Acquiring Fund,
with the Securities and Exchange
Commission and representations to be made in
letters from the Acquired Fund
and the Acquiring Fund addressed to us for our
use in rendering this opinion.
Based on information received from the
Acquired Fund and the Acquiring Fund,
we have no reason to believe that we will not
be able to render this opinion
as a final opinion at the Closing.  We have no
reason to believe that these
representations and facts will not be valid,
but we have not attempted and
will not attempt 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 (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.



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Based upon the foregoing, it is our opinion
that:

     (1)  the transfer of all or substantially
all of the Acquired Fund's
assets in exchange for Acquiring Fund Shares
and the assumption by the
Acquiring Fund of certain scheduled
liabilities of the Acquired Fund will
constitute a "reorganization" within the
meaning of Section 368(a)(1)(D) of
the Code, and the Acquired Fund and the
Acquiring Fund are each a "party to a
reorganization" within the meaning of Section
368(b) of the Code;

     (2)  no gain or loss will be recognized
by the Acquiring Fund upon the
receipt of the assets of the Acquired Fund in
exchange for Acquiring Fund
Shares and the assumption by the Acquiring
Fund of certain scheduled
liabilities of the Acquired Fund;

     (3)  no gain or loss will be recognized
by the Acquired Fund upon the
transfer of the Acquired Fund's assets to the
Acquiring Fund in exchange for
Acquiring Fund Shares and the assumption by
the Acquiring Fund of certain
scheduled liabilities of the Acquired Fund or
upon the distribution (whether
actual or constructive) of Acquiring Fund
Shares to Acquired Fund
Shareholders;

     (4)  no gain or loss will be recognized
by Acquired Fund Shareholders
upon the exchange of their shares of the
Acquired Fund for Acquiring Fund
Shares and the assumption by the Acquiring
Fund of certain scheduled
liabilities of the Acquired Fund;

     (5)  the aggregate tax basis of Acquiring
Fund Shares received by each
Acquired Fund Shareholder pursuant to the
Reorganization will be the same as
the aggregate tax basis of the shares of the
Acquired Fund surrendered in
exchange therefor, and the holding period of
the Acquiring Fund Shares to be
received by each Acquired Fund Shareholder
will include the period during
which the shares of the Acquired Fund
exchanged therefor were held by such
Acquired Fund Shareholder (provided the shares
of the Acquired Fund were held
as capital assets on the date of the
Reorganization); and

     (6)  the tax basis of the Acquired Fund's
assets acquired by

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the Acquiring Fund will be the same as the tax
basis of such assets to the
Acquired Fund immediately prior to the
Reorganization, and the holding period
of the assets of the Acquired Fund in the
hands of the Acquiring Fund will
include the period during which those assets
were held by the Acquired Fund.

We hereby consent to the filing of this
opinion as an exhibit to the
Registration Statement and to the use of our
name and any reference to our
firm in the Registration Statement or in the
Prospectus/Proxy Statement
constituting a part thereof.

Very truly yours,