Exhibit 11.2
[LOGO OF VENABLE]
February 20, 2001
Sullivan & Cromwell
125 Broad Street
New York, NY 10004
Re: Travelers Series Fund Inc.--Smith Barney Pacific Basin Portfolio
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Ladies and Gentlemen:
We have acted as special Maryland counsel to Travelers Series Fund
Inc., a Maryland corporation (the "Company"), in connection with the
transactions contemplated by the Company's Plan of Reorganization dated as of
February 14, 2001 (the "Plan"). These transactions include, among other things,
(i) the transfer of all of the assets and liabilities of the Company's Smith
Barney Pacific Basin Portfolio (the "Transferor Fund") to the Company's Smith
Barney International Equity Portfolio (the "Surviving Fund") (to be renamed
"Smith Barney International All Cap Growth Portfolio"); (ii) the adoption of the
implementing amendment to the Company's Charter reclassifying all shares of the
Transferor Fund as shares of the Surviving Fund (the "Charter Amendment"); and
(iii) the accomplishment of the reclassification by the issuance of shares of
the Surviving Fund to shareholders of the Transferor Fund.
In rendering the opinions hereinafter expressed, we have examined
originals or certified copies of (i) the Charter, including the proposed form of
the Charter Amendment, and Bylaws of the Company; (ii) the resolutions adopted
by the Board of Directors of the Company on February 14, 2001; and (iii) the
Plan.
We have also examined and relied upon a certificate issued by the
Maryland State Department of Assessments and Taxation ("SDAT") to the effect
that the Company is duly incorporated and existing under the laws of the State
of Maryland and is in good standing as a corporation and duly authorized to
transact business in the State of Maryland. With respect to questions of fact
material to such opinions, we have relied,
Sullivan & Cromwell
February 20, 2001
Page 2
without independent inquiry, upon certificates of officers of the Company or of
public officials.
In our examination, we have assumed (i) the genuineness of all
signatures on documents submitted to us for review; (ii) the legal capacity of
all natural persons who executed any document submitted to us for review; (iii)
the authenticity of all documents submitted to us as originals; (iv) the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such documents;
and (v) that all certificates of public officials upon which we have relied have
been duly and properly given.
Based upon the foregoing and subject to the qualifications set forth
below, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Maryland;
2. When the Charter Amendment has been duly approved by the
stockholders of the Transferor Fund, accepted for record by SDAT, and become
effective, the shares of the Surviving Fund, when issued pursuant to the Plan
and the Charter Amendment, will be validly issued, fully paid and
non-assessable.
This letter expresses our opinion with respect to Maryland law
governing the matters set forth above. It does not extend to the securities or
"Blue Sky" laws of Maryland, to federal securities laws or to other laws.
You may rely on this opinion in rendering your opinion to the Company
that is to be filed as an exhibit to the Registration Statement. We consent to
the filing of this opinion as an exhibit to the Registration Statement. We do
not thereby admit that we are "experts" as that term is used in the Securities
Act of 1933 and the regulations thereunder. This opinion may not be relied on by
any other person or for any other purpose without our prior written consent.
Very truly yours,
/s/ Venable, Baetjer and Howard, LLP