EXHIBIT 11(b)

                                  July 30, 2003

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




    Re:   Smith Barney Money Funds, Inc.

Ladies and Gentlemen:

          We have acted as special Maryland counsel to Smith Barney Money Funds,
Inc., a Maryland corporation (the "Company"), in connection with the
transactions contemplated by the Company's Plan of Reorganization dated as of
July 30, 2003 (the "Plan"). These transactions include, among other things, (i)
the transfer of all of the assets and liabilities of the Company's Retirement
Portfolio series (the "Acquired Fund") to the Company's Cash Portfolio series
(the "Acquiring Fund"); (ii) the adoption of the implementing amendment to the
Company's Charter reclassifying all shares of the Acquired Fund as shares of the
corresponding classes of the Acquiring Fund (the "Charter Amendment"); and (iii)
the accomplishment of the reclassification by the issuance of Class A shares of
the Acquiring Fund (the "Shares") to the former stockholders of Class A shares
of the Acquired Fund.

          We have examined the Combined Proxy Statement/Prospectus (the
"Prospectus") included in the Company's Registration Statement on Form N-14 with
respect to the Plan, substantially in the form in which it is going to become
effective (the "Registration Statement"). We have also examined originals or
certified copies of (i) the Charter and Bylaws of the Company; (ii) the Plan and
the Charter Amendment as approved by the Board of Directors of the Company; and
(iii) the resolutions adopted by the Board of Directors of the Company on July
30, 2003 with respect to the Plan and the Charter Amendment.

          We have also examined and relied on 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 the opinions set forth below, we have relied, without independent
inquiry, on certificates of officers of the Company or of public officials.

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          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 on which we have relied have
been duly and properly given.

          We also have assumed for purposes of this opinion that the Company was
duly organized by its initial Board of Directors in accordance with Maryland law
after its incorporation in 1974.

          Based on the foregoing and subject to the qualifications set forth
below, we are of the opinion that when (i) the Charter Amendment has been
approved by the stockholders of the Acquired Fund and accepted for record by
SDAT, and (ii) the Shares have been issued pursuant to the Charter Amendment and
as contemplated in the Prospectus, the Shares will be duly authorized, validly
issued, fully paid and non-assessable.

          This letter expresses our opinion with respect to the Maryland General
Corporation 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. This
opinion may not be relied on by any other person or for any other purpose
without our prior written consent.

                                        Very truly yours,




                                        Venable, Baetjer and Howard, LLP

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