October 24, 2000

Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY  10019-6099

            Re: Smith Barney Intermediate Municipal Fund, Inc.

Ladies and Gentlemen:

            We have acted as special Maryland counsel to Smith Barney
Intermediate Municipal Fund, Inc., a Maryland corporation ("SBI"), in connection
with its proposed merger with Smith Barney Municipal Fund, Inc. ("SBT"), a
Maryland corporation, in which outstanding shares of common stock, $.001 par
value, of SBT (the "SBT Shares") will be converted into outstanding shares of
common stock, $.001 par value, of SBI (the "SBI Shares") (the "Merger").

            We have examined the combined proxy statements and prospectus and
the Statement of Additional Information contained in SBI's Registration
Statement on Form N-14, Securities Act File No. 333-45840, with respect to the
Merger (the "Registration Statement"), substantially in the form in which it is
to become effective, SBI's Charter and Bylaws, and the Merger Agreement and Plan
of Reorganization between SBI and SBT dated October 23, 2000 (the "Agreement").
We have also examined and relied upon a certificate of the Maryland State
Department of Assessments and Taxation ("SDAT") to the effect that SBI is duly
incorporated and existing under the laws of the State of Maryland and is in good
standing and duly authorized to transact business in the State of Maryland.

            We have also examined and relied upon such other corporate records
of SBI, including a certificate of the Assistant Secretary of SBI with respect
to SBI Board actions and certain other matters, and such other documents as we
have deemed necessary to render the opinion expressed herein. We have assumed,
without independent verification, the genuineness of all signatures on documents
that we have reviewed, the authenticity of all documents submitted to us as
originals, and the conformity with originals of all documents submitted to us as
copies.


Willkie Farr & Gallagher
October 24, 2000
Page 2


            We have also assumed that the terms of the Agreement are fair and
reasonable to SBI.

            Based on the foregoing and subject to the qualifications set forth
below, we are of the opinion that:

            1. SBI is a corporation duly organized, validly existing and in good
standing under the laws of the State of Maryland.

            2. When the Merger has been duly approved by the stockholders of
SBI, appropriate Articles of Merger with respect to the Merger have been
accepted for record by SDAT, and the SBT Shares have been converted into SBI
Shares pursuant to the Agreement and the Articles of Merger and in the manner
described in the Registration Statement, the SBI Shares will be validly issued
shares, fully paid and nonassessable, under the laws of the State of Maryland.

            This letter expresses our opinion with respect to the Maryland
General Corporation Law governing matters such as the authorization and issuance
of stock. 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 our foregoing opinion in rendering your opinion to
SBI 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 and to
the reference to us under "Legal Opinions" in the Registration Statement. We do
not thereby admit that we are "experts" as that term is used in the Securities
Act of 1933, as amended, and the regulations thereunder. This opinion may not be
relied upon by any other person or for any other purpose without our prior
written consent.

                                    Very truly yours,


                                    s/s Venable, Baetjer and Howard, LLP