Exhibit 99.11
SULLIVAN & WORCESTER LLP
1025 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
TELEPHONE: 202-775-8190
FACSIMILE: 202-293-2275
565 FIFTH AVENUE ONE POST OFFICE SQUARE
NEW YORK, NEW YORK 10017 BOSTON, MASSACHUSETTS 02109
TELEPHONE: 212-486-8200 TELEPHONE: 617-338-2800
FACSIMILE: FACSIMILE: 617-338-2880
September 18, 2000
Smith Barney Investment Series
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
We have been requested by Smith Barney Investment Series, a Massachusetts
business trust with transferable shares (the "Trust") established under an
Agreement and Declaration of Trust dated January 29, 1987, as amended (the
"Declaration"), for our opinion with respect to certain matters relating to
Smith Barney International Aggressive Growth Fund (the "Acquiring Fund"), a
series of the Trust. We understand that the Trust is about to file a
Registration Statement on Form N-14 for the purpose of registering shares of the
Trust under the Securities Act of 1933, as amended (the "1933 Act"), in
connection with the proposed acquisition by the Trust on behalf of the Acquiring
Fund of all of the assets of The Emerging Markets Portfolio (the "Acquired
Fund"), a series of Smith Barney World Funds, Inc., in exchange solely for
shares of the Acquiring Fund and the assumption by the Trust on behalf of the
Acquiring Fund of the stated liabilities of the Acquired Fund pursuant to an
Agreement and Plan of Reorganization, the form of which is included in the Form
N-14 Registration Statement (the "Plan").
We have, as counsel, participated in various business and other proceedings
relating to the Trust. We have examined copies, either certified or otherwise
proved to be genuine to our satisfaction, of the Trust's Declaration and By-
Laws, and other documents relating to its organization, operation, and proposed
operation, including the proposed Plan and we have made such other
investigations as, in our judgment, are necessary or appropriate to enable us to
render the opinion expressed below.
Based upon the foregoing, and assuming the approval by shareholders of the
Acquired Fund of certain matters scheduled for their consideration at a meeting
presently anticipated to be held on November 22, 2000, it is our opinion that
the shares of the Acquiring Fund currently being registered, when issued in
accordance with the Plan and the Trust's Declaration and By-Laws, will be
legally issued, fully paid and non-assessable by the Trust, subject to
compliance
with the 1933 Act, the Investment Company Act of 1940, as amended and applicable
state laws regulating the offer and sale of securities.
We hereby consent to the filing of this opinion with and as a part of the
Registration Statement on Form N-14 and to the references to our firm in the
Prospectus/Proxy Statement filed as part of the Registration Statement. In
giving such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the 1933 Act or the rules
and regulations promulgated thereunder.
Very truly yours,
/s/ SULLIVAN & WORCESTER LLP
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SULLIVAN & WORCESTER LLP
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