November 19, 1996




Florida Limited Term Portfolio,
   Smith Barney Muni Funds,
          388 Greenwich Street,
             New York, New York  10013.

Florida 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
"Plan"), included as Exhibit A to the Fund's Registration Statement on Form
N-14, between the Florida Limited Term Portfolio ("Target") and the Florida
Portfolio ("Acquiror"), each a series of the Fund, and we render this opinion to
you pursuant to Section 3.4 of the Plan. 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 November [15], 1996. With
your consent, we have not attempted to verify independently the accuracy of any
information in these documents and have assumed that the statements 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 within 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 certain
Target liabilities.





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          3. Target will not recognize gain or loss upon the transfer of Target
assets in exchange solely for Acquiror shares and the assumption of certain
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 to the Reorganization, of their Target shares for Acquiror
shares or upon the assumption by Acquiror of certain 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.



 

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          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. In
addition, no opinion is expressed as to any other Federal income tax consequence
that might result from the payment of expenses of the Reorganization by the
distributor of Acquiror and Target.

          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.

                                                               Very truly yours,