Exhibit 11

                       Clifford Change Rogers & Wells LLP
                                200 Park Avenue
                         New York, New York 10166-0153
                              Tel +1 212 878 8000
                              Fax +1 212 878 8375
                             www.cliffordchance.com

September 10, 2001

MuniAssets Fund, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536

Ladies and Gentlemen:

      We have  acted as  counsel  for  MuniAssets  Fund,  Inc.  (the  "Fund") in
connection with the proposed acquisition by the Fund of substantially all of the
assets and the  assumption of  substantially  all of the  liabilities of Merrill
Lynch High Income Municipal Bond Fund, Inc. ("High Income"),  in exchange solely
for an equal  aggregate value of newly issued shares of common stock of the Fund
to be distributed  thereafter to stockholders of High Income (collectively,  the
"Reorganization").  This  opinion is  furnished  in  connection  with the Fund's
Registration Statement on Form N-14 under the Securities Act of 1933, as amended
(the "Registration Statement"),  relating to shares of common stock of the Fund,
each with a par value of $0.10 per  share  (the  "Shares"),  to be issued in the
Reorganization.

      As counsel for the Fund, we are familiar with the proceedings  taken by it
and to be taken by it in connection with the authorization, issuance and sale of
the Shares. In addition,  we have examined and are familiar with the Articles of
Incorporation  of the Fund,  as amended,  the By-Laws of the Fund and such other
documents as we have deemed relevant to the matters referred to in this opinion.

      Based upon the  foregoing,  we are of the opinion that  subsequent  to the
approval by the stockholders of the Fund and of High Income of the Agreement and
Plan of  Reorganization  between the Fund and High Income set forth in the joint
proxy statement and prospectus constituting a part of the Registration Statement
(the "Proxy Statement and Prospectus"),  the Shares, upon issuance in the manner
referred to in the Registration  Statement,  for consideration not less than the
par value thereof,  will be legally issued, fully paid and non-assessable shares
of common stock of the Fund.

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

                                          Very truly yours,

                                          /s/ Clifford Chance Rogers & Wells LLP