September 23, 1997

Sullivan & Cromwell
125 Broad Street
New York, New York 10004

Re:	Acquisition by Smith Barney Muni Funds, on behalf of
	its National Portfolio, of the Assets of the Ohio Portfolio,
	Another Series of Smith Barney Muni Funds

Ladies and Gentlemen:

	You have requested our opinion as special Massachusetts 
counsel to Smith Barney Muni Funds (the "Trust"), a business trust 
organized under the laws of the Commonwealth of Massachusetts, on 
behalf of its National Portfolio (the "Acquiring Fund"), a series 
of the Trust, in connection with the transfer of all or 
substantially all of the assets of its Ohio Portfolio (the 
"Acquired Fund"), also a series of the Trust, in exchange for 
shares of beneficial interest of the Acquiring Fund and the 
assumption by the Acquiring Fund for certain liabilities of the 
Acquired Fund, pursuant to a Plan of Reorganization (the "Plan") 
dated as of November 12, 1996, amended as of September 3, 1997, 
and adopted by the Trust on behalf of the Acquiring Fund and the 
Acquired Fund.

	In connection with this opinion, we have examined:

1.	the Plan;

2.	the Declaration of Trust of the Trust, restated as of 
April 23, 1986, as amended to date, certified by an 
Assistant Secretary of the Trust (the "Declaration of 
Trust");

3.	the By-laws of the Trust, as amended to date, certified 
by the Secretary of the Trust;

4.	a certificate as of a recent date of the Secretary of 
State of the Commonwealth of Massachusetts as to the good 
standing of the Trust and the authority of the Trust to 
exercise in the Commonwealth all of the powers recited in 
the Declaration of Trust and to transact business in the 
Commonwealth; and

5. 	a certificate of the Secretary of the Trust as to, 
among other things, the issuance of shares of beneficial 
interest of the Trust and actions of the trustees of the 
Trust relating to the adoption and approval of the Plan.

	As to matters of fact underlying the opinions expressed 
herein, we have relied exclusively upon certificates of certain 
public officials and officers of the Trust and upon the 
representations and warranties of the Trust contained in the Plan.  
We have assumed the authenticity of all documents submitted to us 
as originals, the genuineness of all signatures, the legal 
capacity of natural persons and the conformity to the originals of 
all documents submitted to us as copies.

	We have made such examinations of Massachusetts law as in 
our judgment is necessary and appropriate for the purposes of this 
opinion.  Members of this firm are admitted to practice in the 
Commonwealth of Massachusetts and certain other jurisdictions; 
however, we render no opinion herein with respect to the laws of 
any jurisdiction other than the Commonwealth of Massachusetts.  
Nothing contained herein shall be deemed to be an opinion as to 
any law other than the laws of the Commonwealth of Massachusetts.

	As indicated below, the Trust is entity of the type commonly 
known as a "Massachusetts business trust."  Under Massachusetts 
law, shareholders of a business trust may, under certain 
circumstances, be held personally liable for the obligations of 
the Trust.  The Declaration of Trust provides, however, that if a 
shareholder, as such, of the Trust is made a party to any suit or 
proceeding to enforce any personal liability, the Trust shall 
indemnify and hold each such shareholder harmless from and against 
all claims and liabilities to which such shareholder may become 
subject by reason of his being or having been a shareholder.  
Thus, the risk of a shareholder incurring financial loss on 
account of shareholder's liability is limited to circumstances in 
which the Trust itself would be unable to meet its obligations.

	Anything in this opinion to the contrary notwithstanding, we 
render or imply no opinion with respect to compliance with any 
applicable securities or anti-fraud statutes, rules, regulations 
or other similar laws of any state (including Massachusetts) or 
the United States of America.  In rendering the opinions herein, 
we assume that there will be not material changes in the facts and 
conditions on which we base such opinions between the date hereof 
and the time of issuance of the shares of beneficial interest of 
the Trust representing interests in the Acquiring Fund (the 
"Shares") pursuant to the Plan.

	Based upon and subject to the foregoing, we are of the 
opinion that all necessary Trust action precedent to the issuance 
of the Shares pursuant to the Plan, other than the approval of the 
shareholders of the Acquired Fund, has been duly taken.  We are 
further of the opinion that the Shares, when issued in accordance 
with the terms of the Plan, and assuming the Plan has been 
approved by a vote of a majority of the shares of the Acquired 
Fund represented in person or by proxy and entitled to vote at a 
meeting of shareholders where the holders of record of one-third 
of the shares of the Acquired Fund issued and outstanding and 
entitled to vote thereat are present, will be validly issued, 
fully paid and nonassessable by the Trust.

	This opinion is issued to, and may be relied upon only by, 
you in rendering your opinion in connection with the registration 
of the Shares and this opinion may not be used by any other person 
or for any other purpose without our prior written consent.

Very truly yours,

/s/Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP



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