September 23, 1997

Ohio Portfolio,
Smith Barney Muni Funds,
388 Greenwich Street,
New York, New York 10013.

National Portfolio,
Smith Barney Muni Funds,
388 Greenwich Street,
New York, New York 10013.

Ladies and Gentlemen:

	We have acted as counsel to Smith Barney Muni Funds, a 
Massachusetts business trust (the "Fund"), in connection with the 
Plan of Reorganization (the "Agreement"), included as Exhibit A to 
the Fund's Registration Statement on Form N-14, between the Ohio 
Portfolio ("Target") and the National Portfolio ("Aquiror"), each 
a series of the Fund, and we render this opinion to you pursuant 
to Section 3.4 of the Agreement.  Capitalized terms not defined 
herein have the meanings specified in the Agreement.

	For purposes of the opinion set forth below, we have relied, 
with your consent, upon the accuracy and completeness of (i) the 
statements and representations contained in the Agreement and in 
the Prospectus/Proxy Statement to be distributed to the 
shareholders of Target in connection with the Reorganization and 
(ii) the statements and representations contained in the letter of 
representation from the Fund to us dated September 23, 1997.  
With your consent, we have not attempted to verify independently 
the accuracy of any information in these documents and have 
assumed that the statements (including the facts underlying
statements phrased as "expectations" or "anticipations") and
representations contained therein will be true on the Closing Date.
In addition, in connection with this opinion, we have assumed
with your consent, that the Reorganization will be effected in
accordance with the Agreement.

	On the basis of the foregoing, and our consideration of such 
other matters as we have considered necessary,  we advise you 
that, in our opinion:

	1.	The Reorganization will constitute a reorganization 
with in the meaning of Section 368(a)(1)(C) of the Code, and each 
of Target and Acquiror will be a "party to a reorganization" 
within the meaning of Section 368(b) of the Code.

	2.	Acquiror will not recognize gain or loss upon the 
receipt of Target assets in exchange solely for Acquiror shares 
and the assumption of all stated Target liabilities.

	3.	Target will not recognize gain or loss upon the 
transfer of Target assets in exchange solely for Acquiror shares 
and the assumption of all stated Target liabilities, or upon the 
distribution (whether actual or constructive) of Acquiror shares 
to Target shareholders.

	4.	Target shareholders will not recognize gain or loss 
upon the exchange, pursuant tot he Reorganization, of their Target 
shares for Acquiror shares or upon the assumption by Aquiror of 
all stated Target liabilities.

	5.	The basis of Acquiror shares to be received by Target 
shareholders pursuant to the Reorganization will be the same as 
the basis of Target shares surrendered in exchange therefor, and 
the holding period of Acquiror shares to be received by Target 
shareholders will include the holding period of Target shares 
surrendered in exchange therefor (provided that Target shares are 
capital assets in the hands of such shareholders on the Closing 
Date).

	6.	The basis of Target assets to be acquired by Acquiror 
will be the same as the basis of such assets to Target immediately 
prior to the Reorganization, and the holding period of Target 
assets to be acquired by Acquiror will include Target's holding 
period therefor.

	We express no opinion as to the effect of the Reorganization 
on Acquiror, Target or Target shareholders in respect of any asset 
as to which unrealized gain or loss is required to be recognized 
for U.S. federal income tax purposes at the end of each year under 
a mark-to-market system of accounting.

	The tax consequences described above may not apply to Target 
shareholders that acquired shares upon the exercise of employee 
stock options or otherwise as compensation, that hold their shares 
as part of a "straddle" or "conversion transaction" or that are 
insurance companies, securities dealers, financial institutions or 
foreign persons.

	We hereby consent to the reference to us under the headings 
"Information about the Reorganization -- Federal Income Tax 
Consequences" and "Legal Matters" in the Prospectus/Proxy 
Statement pertaining to the Agreement and to the filing of this 
opinion as an exhibit to the Fund's Registration Statement on Form 
N-14 filed with the Securities and Exchange Commission.  In giving 
this consent, we do not hereby admit that we are within the 
category of persons whose consent is required under Section 7 of 
the Securities Act of 1933, as amended, or the rules and 
regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/Sullivan & Cromwell