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February 11, 2000


Smith Barney World Funds, Inc.,
388 Greenwich Street,
New York, New York 10013.

Dear Sirs:

In connection with the registration under the Securities Act of 1933
(the "Act") of shares (the "Shares") of Common Stock, par value $.001
per share, of Smith Barney World Funds, Inc., a Maryland corporation
(the "Company"), to be issued in connection with the transaction
contemplated by the Company's Plan of Reorganization dated as of
February 11, 2000 that is being filed today as an Exhibit to the
Company's Registration Statement on Form N-14 (File No. 333-92955)
under the Act (the "Registration Statement"), we, as your counsel, have
examined such corporate records, certificates and other documents, and
such questions of law, as we have considered necessary or appropriate
for the purposes of this opinion.

Upon the basis of such examination, we advise you that, in our opinion,
when the Registration Statement has become effective under the Act, the
amendment to the Company's Charter reclassifying shares of the Company's
International Balanced Fund into shares of the Company's International
Equity Fund (the "Charter Amendment") has been approved by shareholders
of the International Balanced Portfolio and accepted for record by the
Maryland State Department of Assessments and Taxation and the Shares are
issued and sold as contemplated in the Registration Statement and the Charter
Amendment, the Shares will be validly issued, fully paid and nonassessable by
the Company.

The foregoing opinion is limited to the General Corporation Law of the
State of Maryland, and we are expressing no opinion as to the effect of the
laws of any other jurisdiction.  With respect to all matters of Maryland
Law, we have, with your approval, relied upon the opinion dated February 11,
 2000 of Venable, Baetjer and Howard, LLP, and our opinion is subject to the
same assumptions, qualifications and limitations with respect to such
matters as are contained in such opinion of Venable, Baetjer and Howard, LLP.
We believe you and we are justified in relying on such opinion for such matters.

We have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by us to be
responsible.

We hereby consent to the filing of this opinion as an exhibit to the Company's
Registration Statement.  In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.

Very truly yours,

Sullivan & Cromwell