Exhibit 11

                   Sutherland Asbill & Brennan LLP letterhead

                                  May 20, 2005

Travelers Series Trust
One Cityplace
Hartford, Connecticut 06103

Ladies and Gentlemen:

     We have acted as counsel to Travelers Series Trust, a Massachusetts
business trust (the "Trust"), in connection with an Agreement and Plan of
Reorganization (the "Agreement") among the Trust, on behalf of its investment
portfolios Stragegic Equity Portfolio, AIM Capital Appreciation Portfolio, Van
Kampen Enterprise Portfolio, MFS Total Return Portfolio, Salomon Brothers
Strategic Total Return Bond Portfolio, Travelers Managed Income Portfolio, and
Pioneer Strategic Income Portfolio (collectively, the "Acquiring Portfolios"),
the Travelers Series Fund Inc. (the "Fund"), on behalf of its investment
portfolios of the same names as the Acquiring Funds, and, for limited purposes,
MetLife, Inc. and Smith Barney Fund Management LLC. The Agreement provides for
the proposed acquisition by each Acquiring Portfolio of all or substantially all
of the assets and all of the liabilities of the corresponding investment
portfolio of the Fund in exchange for shares of beneficial interest of the
Acquiring Portfolio (without par value) (the "Shares").

     In rendering the opinion hereinafter set forth, we have examined the
registration statement on Form N-14 (the "Registration Statement") registering
the Shares, the form of Agreement included as Appendix A to the Prospectus/Proxy
Statement in such Registration Statement, the Agreement and Declaration of Trust
and By-Laws of the Trust, and upon such other records, documents, statutes and
authorities as we have deemed to be appropriate under the circumstances. We have
assumed: (1) the genuineness of all signatures, (2) the legal capacity of all
natural persons, (3) the authenticity of all documents submitted to us as
originals, and (4) the conformity to original documents of all documents
submitted to us as conformed or reproduced copies and the authenticity of the
originals of such copied documents.

     Where factual matters material to this opinion were not independently
established, we have relied upon statements or certificates of current executive
officers and responsible employees and agents of the Trust and others. Except as
otherwise stated herein, we have undertaken no independent investigation or
verification of factual matters.

     Based on the foregoing, we are of the opinion that the Shares of the
Acquiring Portfolios to be issued as contemplated in the Agreement have been
duly authorized and, when issued in accordance with the Agreement and subject to
the receipt by the Company of consideration equal



Travelers Series Trust
May 20,2005
Page 2

to the net asset  value  thereof  and the  filing by the  Company  of any forms,
reports or other  submissions  required  to be made under  state or federal  law
between the date hereof and the date of issuance of the Shares,  will be validly
issued, fully paid and nonassessable shares of the Acquiring Portfolios.

     The opinions set forth above are limited solely to: (1) the laws of the
Commonwealth of Massachusetts, and (2) the applicable federal securities laws of
the United States of America, and we express no opinion as to the applicability
or effect of the laws of any other jurisdiction. We note that we are not members
of the bar of the Commonwealth of Massachusetts. The opinions set forth above,
insofar as they relate to matters of Massachusetts law, are based on our review
of such law as it relates to voluntary associations with transferable shares of
beneficial interest commonly referred to as Massachusetts business trusts, and
related regulations.

     We hereby consent to the reference to us in the registration statement on
Form N-14 (the "Registration Statement") registering the Shares and the filing
of this opinion as an exhibit to the Registration Statement. This opinion is
solely for the benefit of the Trust and may not be relied upon by any other
person, firm or corporation for any purpose without our prior written consent.

                                        Sincerely,

                                        /s/ Steve Roth
                                        SUTHERLAND ASBILL & BRENNAN LLP