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                                                         February 11, 2000

Sullivan & Cromwell

125 Broad Street

New York, NY 10004

     Re: Smith Barney World Funds,Inc. -- International Balanced Fund

Ladies and Gentlemen:

  We have acted as special Maryland counsel to Smith Barney World Funds, Inc.,
a Maryland corporation (the "Company"), in connection with the transactions
contemplated by the Company's Plan of Reorganization dated as of February 11,
2000 (the "Plan"). These transactions include, among other things, (i) the
transfer of all of the assets and liabilities of the Company's International
Balanced Fund investment portfolio (the "Transferor Fund") to the Company's
International Equity Fund investment portfolio (the "Surviving Fund"); (ii)
the adoption of the implementing amendment to the Company's Charter
reclassifying all shares of the Transferor Fund as shares of the Surviving
Fund (the "Charter Amendment"); and (iii) the accomplishment of the
reclassification by the issuance of shares of the Surviving Fund to
shareholders of the Transferor Fund.

  In rendering the opinions hereinafter expressed, we have examined originals
or certified copies of (i) the Charter, including the proposed form of the
Charter Amendment, and Bylaws of the Company; (ii) the resolutions adopted by
the Board of Directors of the Company on December 15, 1999; and (iii) the
Plan.

  We have also examined and relied upon a certificate issued by the Maryland
State Department of Assessments and Taxation ("SDAT") to the effect that the
Company is duly incorporated and existing under the laws of the State of
Maryland and is in good standing as a corporation and duly authorized to
transact business in the State of Maryland. With respect to questions of fact
material to such opinions, we have relied, without independent inquiry, upon
certificates of officers of the Company or of public officials.

  In our examination, we have assumed (i) the genuineness of all signatures on
documents submitted to us for review; (ii) the legal capacity of all natural
persons who executed any document submitted to us for review; (iii) the
authenticity of all documents submitted to us as originals; (iv) the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such documents;
and (v) that all certificates of public officials upon which we have relied
have been duly and properly given.


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  Based upon the foregoing and subject to the qualifications set forth below,
we are of the opinion that:

    1. The Company is a corporation duly organized, validly existing and in
  good standing under the laws of the State of Maryland;

    2. When the Charter Amendment has been duly approved by the stockholders
  of the Transferor Fund and is accepted for record by SDAT and has become
  effective, the shares of the Surviving Fund issued pursuant to the Plan
  and the Charter Amendment will be validly issued, fully paid and non-
  assessable.

  This letter expresses our opinion with respect to Maryland law governing the
matters set forth above. It does not extend to the securities or "Blue Sky"
laws of Maryland, to federal securities laws or to other laws.

  You may rely on this opinion in rendering your opinion to the Company that
is to be filed as an exhibit to the Registration Statement. We consent to the
filing of this opinion as an exhibit to the Registration Statement. We do not
thereby admit that we are "experts" as that term is used in the Securities Act
of 1933 and the regulations thereunder. This opinion may not be relied on by
any other person or for any other purpose without our prior written consent.

                                             Very truly yours,

                                             Venable, Baetjer and Howard, LLP