Exhibit 11(a)

                      [Willkie Farr & Gallagher letterhead]



July 30, 2003



Smith Barney Money Funds, Inc.
125 Broad Street
New York, New York 10004

Ladies and Gentlemen:

You have requested us, as counsel to Smith Barney Money Funds, Inc. ("Money
Funds"), a corporation organized under the laws of the State of Maryland, to
furnish you with this opinion in connection with Money Fund's filing of its
Registration Statement on Form N-14 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
registering the shares of Cash Portfolio (the "Acquiring Fund"), a series of
Money Funds, to be issued pursuant to a Plan of Reorganization ("the Plan")
between Cash Portfolio and Retirement Portfolio (the "Acquired Fund"), another
series of Money Funds. The Plan of Reorganization provides for the proposed
acquisition of all of the assets and liabilities of the Acquired Fund by the
Acquiring Fund, the amendment of Money Funds' Charter reclassifying all shares
of the Acquired Fund as Class A shares of the Acquiring Fund and the
accomplishment of the reclassification by the issuance of Class A shares of the
Acquiring Fund to shareholders of the Acquired Fund.

As to the various questions of fact material to the opinion expressed herein we
have relied upon and assumed the genuineness of the signatures on, the
conformity to originals of, and the authenticity of, all documents, including
but not limited to certificates of officers of Money Funds, submitted to us as
originals or copies, which facts we have not independently verified. We have
examined the Registration Statement, substantially in the form in which it is to
become effective, the Money Funds' Certificate of Incorporation and By-laws,
each as amended, and the Plan. We have also examined such other records,
documents, papers, statutes and authorities as we have deemed necessary to form
a basis for the opinion hereinafter expressed.

Based on the foregoing, we are of the opinion that the shares of common stock of
Money Funds, when duly sold, issued and paid for in accordance with the laws of
applicable jurisdictions and the terms of Money Fund's Prospectus and Statement
of Additional Information included as part of the Registration Statement, will
be duly authorized, validly issued, fully paid and non-assessable.

We are admitted to the Bar of the State of New York only and do not opine as to
the laws of any jurisdiction other than the laws of the State of New York and
the laws of the United States, and the opinion set forth above is accordingly
limited to the laws of those jurisdictions. As to matters



Smith Barney Money Funds, Inc.
July 30, 2003
Page 2

governed by the laws of the State of Maryland, we have relied on the opinion of
Messrs. Venable, Baetjer and Howard, LLP appended to this letter. We assume no
obligation to revise or supplement this opinion should the present laws of such
jurisdictions be changed by legislative action, judicial decision or otherwise.
This opinion is rendered as of the date hereof, and we express no opinion as to,
and disclaim any undertaking or obligation to update this opinion in respect of
changes of circumstances or events which occur subsequent to this date.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Registration Statement.
We are furnishing this opinion solely for your benefit and this opinion may not
be relied upon by any other person without our prior written consent.

Very truly yours,


/s/ Willkie Farr & Gallagher