Exhibit 12(a)
_____________, 2001
Smith Barney California Municipals Fund Inc.
125 Broad Street
New York, New York 10004
and
Greenwich Street California Municipal Fund Inc.
125 Broad Street
New York, New York 10004
Ladies and Gentlemen:
You have asked us for our opinion concerning certain federal income tax
consequences to (a) Smith Barney California Municipals Fund Inc., a Maryland
corporation (the "Acquiring Fund"), (b) Greenwich Street California Municipal
Fund Inc., a Maryland corporation (the "Acquired Fund"), and (c) holders of
shares of common stock in the Acquired Fund ("Acquired Fund Shareholders") when
Acquired Fund Shareholders receive voting shares of common stock of the
Acquiring Fund (the "Acquiring Fund Shares") in exchange for their shares in the
Acquired Fund pursuant to an acquisition by the Acquiring Fund of all of the
assets of the Acquired Fund in exchange for the Acquiring Fund Shares and the
assumption by the Acquiring Fund of all of the stated liabilities of the
Acquired Fund (the "Reorganization"), all pursuant to that certain Agreement and
Plan of Reorganization (the "Plan"), dated ________, 2001 (the "Effective
Date"), between the Acquiring Fund and the Acquired Fund.
We have reviewed such documents and materials as we have considered necessary
for the purpose of rendering this opinion. In rendering this opinion, we have
assumed 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 have assumed the genuineness of all signatures, the
capacity of each party executing a document to so 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 the Acquiring Fund with the Securities
and Exchange Commission and representations made in letters from the Acquired
Fund and the Acquiring Fund addressed to us for our use in rendering this
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:
(a) the transfer of all of the Acquired Fund's assets in exchange for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of all
of the outstanding liabilities of the Acquired Fund, and the
distribution of such Acquiring Fund Shares to shareholders of the
Acquired Fund in exchange for their shares of the Acquired Fund, will
constitute a "reorganization" within the meaning of Section 368(a)(1)
of the Code, and the Acquiring Fund and the Acquired Fund are each a
"party to a reorganization" within the meaning of Section 368(b) of
the Code;
(b) no gain or loss will be recognized by the Acquiring Fund on the
receipt of the assets of the Acquired Fund in exchange for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of all
of the outstanding liabilities of the Acquired Fund;
(c) 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 the Acquiring Fund Shares and the assumption by the
Acquiring Fund of all of the outstanding liabilities of the Acquired
Fund or upon the distribution (whether actual or constructive) of the
Acquiring Fund Shares to the Acquired Fund Shareholders in exchange
for their shares of the Acquired Fund;
(d) no gain or loss will be recognized by the Acquired Fund Shareholders
upon the exchange of their shares of the Acquired Fund for the
Acquiring Fund Shares or upon the assumption by the Acquiring Fund of
all of the outstanding liabilities of the Acquired Fund;
(e) the aggregate tax basis for the Acquiring Fund Shares received by each
of the Acquired Fund Shareholders pursuant to the Reorganization will
be the same as the aggregate tax basis of the shares of the Acquired
Fund held by such shareholder immediately prior to the Reorganization,
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
shareholder (provided that such Acquired Fund shares were held as
capital assets on the date of such Reorganization); and
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(f) the tax basis of the Acquired Fund's assets acquired by 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.
Very truly yours,
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