October  14, 1997





Smith Barney Money 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 $.01 per share, of Smith Barney Money Funds, Inc., a 
Maryland Corporation (the "Company"), 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 not more Shares than are authorized by the 
Articles of Incorporation but are unissued are issued and sold in 
accordance with the Company's 
Registration Statement on Form N-14  under the Act in 
connection with the acquisition by the Company on behalf of the Cash 
Portfolio of all or substantially all of the assets, and the assumption of 
certain liabilities, of the Common Sense Money Market Fund, a series of 
Common Sense  Trust and in accordance with the Articles of Incorporation
and By-Laws of the Company, the Shares will be validly issued, fully paid 
and nonassessable.

		The foregoing opinion is limited to the laws of 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 October 14, 
1997 of Piper & Marbury, and our opinion is subject to the same 
assumptions, qualifications and limitations with respect to such matters as 
are contained in such opinion of Piper & Marbury.  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,
				
								/s/ Sullivan & Cromwell





PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3018
410-539-2530
FAX: 410-539-0489



WASHINGTON
NEW YORK
PHILADELPHIA
EASTON



October 14, 1997

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

Re:	Smith Barney Money Funds, Inc.

Dear Sirs:

We have acted as Maryland counsel to Smith Barney Money Funds, 
Inc., a Maryland corporation (the "Company"), in connection with the 
reorganization of the Common Sense Money Market Fund of the Common Sense 
Trust  (the "Acquired Fund") and the Cash Portfolio series of common 
stock of the Company, and in that capacity have examined the charter and 
by-laws of the Company, the Agreement and Plan of Reorganization dated 
October __, 1997 between the Company and the Acquired Fund (the 
"Agreement"), the Company's Registration Statement on Form N-14, 
including all amendments or supplements thereto, filed with the 
Securities and Exchange Commission under the Securities Act of 1933, as 
amended (the "Act"), the proceedings of the Board of Directors of the 
Company relating to the issuance of the Class A Shares contemplated by 
the Agreement, and such other statutes, certificates, instruments and 
documents relating to the Company and matters of law as we have deemed 
necessary to the issuance of this opinion.  In such examination, we have 
assumed the genuineness of all signatures, the conformity of final 
documents in all material respects to the versions thereof submitted to 
us in draft form, the authenticity of all documents submitted to us as 
originals, and the conformity with originals of all documents submitted 
to us as copies.
Based upon the foregoing, and limited in all respects to 
applicable Maryland law, we are of the opinion and advise you that:

1.	The Company has been duly organized and is validly existing 
as a corporation under the laws of the State of Maryland. 

2.	The Agreement, the Reorganization (as defined in the 
Agreement), and the execution of the Agreement have been duly authorized 
and approved by all requisite action of the Company, and the delivery of 
the Agreement has been duly authorized by the Company.

3.	The Class A Shares of the Cash Portfolio of common stock of 
the Company to be issued by the Company pursuant to the Agreement have 
been, duly authorized and, when issued as contemplated in the Agreement 
and in an amount not exceeding that authorized by the charter of the 
Company and unissued, will be validly issued, fully paid and non 
assessable.

Sullivan & Cromwell are authorized to rely on this opinion in 
rendering their opinion to be rendered pursuant to the Agreement. We 
hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement and to the reference to our firm in the 
Registration Statement and the related Prospectus.  In giving this 
consent, we do not thereby admit that we are within the category of 
persons whose consent is required under Section 7 of the 1933 Act or the 
rules and regulations of the Securities and Exchange Commission 
promulgated thereunder.

Very truly yours,

/s/ Piper & Marbury L.L.P.
Piper & Marbury
L.L.P.

HDK