October 14,  1997 
 
 
Common Sense Trust  
2880 Post Oak Boulevard  
Houston, Texas  77056 
 
Smith Barney Money Funds, Inc.  
388 Greenwich Street 
New York, New York 10013 
 
Acquisition of Assets of Common Sense Money Market Fund  
		          by Cash Portfolio of Smith Barney Money Funds, Inc.        
 
Ladies and Gentlemen: 
 
You have asked for our opinion as to certain tax consequences of the 
proposed acquisition of assets of Common Sense Money Market Fund, a 
series of Common Sense Trust,  (the "Acquired Fund"), a Massachusetts 
business trust (the "Trust"), by The Cash Portfolio  (the "Acquiring 
Fund"), a series of Smith Barney Money Fund, Inc., a Maryland corporation 
(the "Company"),  in exchange for voting shares of the Acquiring Fund 
(the "Reorganization"). 
 
In rendering our opinion, we have reviewed and relied upon the draft 
Prospectus/Proxy Statement dated October 3, 1997 and the Agreement and 
Plan of Reorganization (the "Agreement") dated as of October 14, 1997.  
We have relied, without independent verification, upon the factual 
statements made therein, and assume that there will be no change in 
material facts disclosed therein between the date of this letter and the 
date of closing of the Reorganization.  We further assume that the 
Reorganization will be carried out in accordance with the Agreement.  We 
have also relied upon the following representations, each of which has 
been made to us by officers of the Trust on behalf of Acquiring Fund or 
of Acquired Fund: 
 
The Reorganization will be consummated substantially as described in the 
Agreement. 
 
Acquiring Fund will acquire from Acquired Fund at least 90% of the fair 
market value of the net assets and at least 70% of the fair market value 
of the gross assets held by Acquired Fund immediately prior to the 
Reorganization.  For purposes of this representation, assets of Acquired 
Fund used to pay reorganization expenses, cash retained to pay 
liabilities, and redemptions and distributions (except for regular and 
normal distributions) made by Acquired Fund immediately preceding the 
transfer which are part of the plan of  reorganization, will be 
considered as assets held by Acquired Fund immediately prior to the 
transfer. 
 
To the best of the knowledge of management of Acquired Fund, there  is no 
plan or intention on the part of the shareholders of Acquired Fund to 
sell, exchange, or otherwise dispose of a number of Acquiring Fund shares 
received in the Reorganization that would reduce the former Acquired Fund 
shareholders' ownership of Acquiring Fund shares to a number of shares 
having a value, as of the date of the Reorganization (the "Closing 
Date"), of less than 50 percent of the value of all the formerly 
outstanding shares of Acquired Fund as of the same date.  For purposes of 
this representation, Acquired Fund shares which were redeemed in 
connection with the Reorganization will be treated as outstanding 
Acquired Fund shares on the Closing Date.  There are no dissenters' 
rights in the Reorganization, and no cash will be exchanged for Acquired 
Fund shares in lieu of fractional shares of Acquiring Fund.  Moreover, 
shares of Acquired Fund and shares of Acquiring Fund held by Acquired 
Fund shareholders and otherwise sold, redeemed, or disposed of prior or 
subsequent to the Reorganization will be considered in making this 
representation, except for shares of Acquired Fund or Acquiring Fund 
redeemed in the ordinary course of business of Acquired Fund or Acquiring 
Fund in accordance with the requirements of section 22(e) of the 
Investment Company Act of 1940. 
 
Acquired Fund has not redeemed and will not redeem the shares of any of 
its shareholders in connection with the Reorganization except to the 
extent necessary to comply with its legal obligation to redeem its 
shares. 
 
The management of Acquiring Fund has no plan or intention to redeem or 
reacquire any of the Acquiring Fund shares to be received by Acquired 
Fund shareholders in connection with the Reorganization, except to the 
extent necessary to comply with its legal obligation to redeem its 
shares. 
 
The management of Acquiring Fund has no plan or intention to sell or 
dispose of any of the assets of Acquired Fund which will be acquired by 
Acquiring Fund in the Reorganization, except for dispositions made in the 
ordinary course of business, and to the extent necessary to enable 
Acquiring Fund to comply with its legal obligation to redeem its shares. 
 
Following the Reorganization, Acquiring Fund will continue the historic 
business of Acquired  Fund in a substantially unchanged manner as part of 
the regulated investment company business of Acquiring Fund, or will use 
a significant portion of Acquired Fund's historic business assets in a 
business. 
 
There is no intercorporate indebtedness between Acquiring Fund and 
Acquired Fund. 
 
Acquiring Fund does not own, directly or indirectly, and has not owned in 
the last five years, directly or indirectly, any shares of Acquired Fund.  
Acquiring Fund will not acquire any shares of Acquired Fund prior to the 
Closing Date. 
 
Acquiring Fund will not make any payment of cash or of property other 
than shares to Acquired Fund or to any shareholder of Acquired Fund in 
connection with the Reorganization. 
 
Pursuant to the Agreement, the shareholders of Acquired Fund will receive 
solely Acquiring Fund voting shares in exchange for their voting shares 
of Acquired Fund. 
 
The fair market value of the Acquiring Fund shares to be received by the 
Acquired Fund shareholders will be approximately equal to the fair market 
value of the Acquired Fund shares surrendered in exchange therefor. 
 
Subsequent to the transfer of Acquired Fund's assets to Acquiring Fund 
pursuant to the Agreement, Acquired Fund will distribute the shares of 
Acquiring Fund, together with other assets it may have, in final 
liquidation as expeditiously as possible. 
 
Acquired Fund is not under the jurisdiction of a court in a Title 11 or 
similar case within the meaning of Section 368(a)(3)(A) of the Internal 
Revenue Code of 1986, as amended (the "Code"). 
 
Acquired Fund is treated as a corporation for federal income tax purposes 
and at all times in its existence has qualified as a regulated investment 
company, as defined in Section 851 of the Code. 
 
Acquiring Fund is treated as a corporation for federal income tax 
purposes and at all times in its existence has qualified as a regulated 
investment company, as defined in Section 851 of the Code. 
 
The sum of the liabilities of Acquired Fund to be assumed by Acquiring 
Fund and the expenses of the Reorganization does not exceed either (i) 
twenty percent of the fair market value of the assets of Acquired Fund or 
(ii) the tax basis of the assets of Acquired Fund. 
 
The foregoing representations are true on the date of this letter and 
will be true on the date of closing of the Reorganization. 
 
Based on and subject to the foregoing, and our examination of the legal 
authority we have deemed to be relevant, it is our opinion that for 
federal income tax purposes: 
 
	(1) the transfer of all or substantially all of the 
Acquired Fund's assets in exchange for the Acquiring Fund's 
shares and the assumption by the Acquiring Fund of certain 
scheduled liabilities of the Acquired Fund will constitute a 
"reorganization" within the meaning of Section 368 (a)(1)(C) 
of the Code, and the Acquiring Fund and the Acquired Fund are 
each a "party to a reorganization" within the meaning of 
Section 368(b) of the Code; 
 
	(2) no gain or loss will be recognized by the Acquiring 
Fund upon the receipt of the assets of the Acquired Fund in 
exchange for the Acquiring Fund's shares, and the assumption 
by the Acquiring Fund of certain scheduled liabilities of the 
Acquired Fund; 
 
	(3) no gain or loss will be recognized by the Acquired 
Fund upon the transfer of the Acquired Fund's assets to the 
Acquiring Fund in exchange for the Acquiring Fund shares and 
the assumption by the Acquiring Fund of certain scheduled 
liabilities of the Acquired Fund or upon the distribution 
(whether actual or constructive) of the Acquiring Fund shares 
to the Acquired Fund's shareholders; 
 
	(4) no gain or loss will be recognized by shareholders 
of the Acquired Fund upon the exchange of their Acquired Fund 
shares for the Acquiring Fund shares and the assumption by 
the Acquiring Fund of certain scheduled liabilities of the 
Acquired Fund; 
 
	(5) the aggregate tax basis of the Acquiring Fund 
shares received by each Acquired Fund shareholder pursuant to 
the Reorganization will be the same as the aggregate tax 
basis of the Acquired Fund shares surrendered in exchange 
therefor and the holding period of the Acquiring Fund shares 
to be received by each Acquired Fund shareholder will include 
the period during which the shares of the Acquired Fund which 
are surrendered in exchange therefor were held by such 
shareholder (provided the Acquired Fund shares were held as 
capital assets on the date of the Reorganization); 
 
	(6) the tax basis of the Acquired Fund's assets 
acquired by the Acquiring Fund will be the same as the tax 
basis of such assets to the Acquired Fund immediately prior 
to the Reorganization and the holding period of the assets of 
the Acquired Fund in the hands of the Acquiring Fund will 
include the period during which such assets were held by the 
Acquired Fund. 
 
 
 
This opinion letter is delivered to you in satisfaction of certain 
requirements of the Reorganization.  We hereby consent to the filing of 
this opinion as an exhibit to the Registration Statement on Form N-14 and 
to the use of our name and any reference to our firm in the Registration 
Statement or in the Prospectus/Proxy Statement constituting a part 
thereof.  In giving such consent, we do not thereby admit that we come 
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 & Worcester