July 18, 2001

Smith Barney Sector Series Inc.
7 World Trade Center
New York, New York  10048

Ladies and Gentlemen:

In connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of shares (the "Shares") of
Common Stock, par value $.001 per share, of Smith Barney
Sector Series Inc., a Maryland corporation (the "Company"),
to be issued in connection with the transaction contemplated
by the Company's Plan of Reorganization dated as of July 18,
2001 that is being filed today as an Exhibit to the
Company's Registration Statement on Form N-14 under the Act
(the "Registration Statement"), 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.
We have also examined and relied upon other documents and
certificates with respect to factual matters as we have
deemed necessary to render the opinions expressed herein.
We have assumed, without independent verification, the
genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity
with originals of all documents submitted to us as copies.
We are members of the bar of the State of New York and do
not purport to be experts on, or to express any opinion
herein, concerning any law, other than the laws of the State
of New York and the federal laws of the United States of
America.  Anything in this opinion to the contrary
notwithstanding, we render or imply no opinion with respect
to compliance with any applicable securities or anti-fraud
statutes, rules, regulations or other similar laws of any
state (including the State of Maryland) or the United States
of America.  In rendering the opinions herein, we assume
that there will be no material changes in the facts and
conditions on which we base such opinions between the date
hereof and the time of issuance of Shares pursuant to the
Plan.

Based upon the foregoing, we are of the opinion that:
When the Registration Statement has become effective under
the Act, the amendment to the Company's Charter
reclassifying shares of the Company's Smith Barney Global
Technology Fund into shares of the Company's Smith Barney
Technology Fund (the "Charter Amendment") has been approved
by shareholders of Smith Barney Global Technology Fund and
accepted for record by the Maryland State Department of
Assessments and Taxation and the Shares are issued and sold
as contemplated in the Registration Statement and the
Charter Amendment, the Shares will be validly issued, fully
paid and nonassessable by the Company under the laws of the
State of Maryland.

In rendering the opinion expressed herein based upon the
laws of the State of Maryland, we have relied solely upon
the opinion of Venable, Baetjer and Howard, LLP, special
Maryland counsel to the Company.

We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement, to the references to
us in the Prospectus/Proxy Statement included as part of the
Registration Statement and to the filing of this opinion as
an exhibit to any application made by or on behalf of the
Company or any distributor or dealer in connection with the
registration or qualification of the Company or the Shares
under the securities laws of any state or other
jurisdiction.

This opinion is furnished by us as counsel to the Company,
is solely for the benefit of the Company and its Directors
and its officers in connection with the above described
acquisition of assets and may not be relied upon for any
other purpose or by any other person.

Very truly yours,

/s/ Willkie Farr & Gallagher