July 18, 2001




Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY  10019-6099

	Re:	Smith Barney Sector Series Inc. -
 	Global Technology Fund and Technology Fund

Ladies and Gentlemen:

		We have acted as special Maryland counsel to Smith
Barney Sector Series Inc., a Maryland corporation (the
"Company"), in connection with the transactions contemplated by
the Company's Plan of Reorganization, dated as of July 18, 2001
(the "Plan").  These transactions include, among other things,
(i) the transfer of all of the assets and liabilities of the
Company's Global Technology Fund (the "Acquired Fund") to the
Company's Technology Fund (the "Acquiring Fund"); (ii) the
adoption of the implementing amendment to the Company's Charter
reclassifying all shares of the Acquired Fund as shares of the
corresponding classes of the Acquiring Fund (the "Charter
Amendment"); and (iii) the accomplishment of the reclassification
by the issuance of shares of the corresponding classes of the
Acquiring Fund (the "Shares") to stockholders of the Acquired
Fund.

		We have examined the Combined Proxy
Statement/Prospectus (the "Prospectus") included in the Company's
Registration Statement on Form N-14 with respect to the Plan,
substantially in the form in which it is going to become
effective (the "Registration Statement").  We have also examined
originals or certified copies of (i) the Charter and Bylaws of
the Company; (ii) the Plan and the Charter Amendment as approved
by the Board of Directors of the Company; and (iii) the
resolutions adopted by the Board of Directors of the Company on
July 18, 2001 with respect to the Plan and the Charter Amendment.

		We have also examined and relied on 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 the opinions set forth below, we
have relied, without independent inquiry, on certificates of
officers of the Company or of public officials.

Willkie Farr & Gallagher
July 18, 2001
Page 2


		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 on which we have relied have been duly and
properly given.

		Based on the foregoing and subject to the
qualifications set forth below, we are of the opinion that when
(i) the Charter Amendment has been approved by the stockholders
of the Acquired Fund and accepted for record by SDAT, and (ii)
the Shares have been issued pursuant to the Charter Amendment and
as contemplated in the Prospectus, the Shares will be duly
authorized, validly issued, fully paid and non-assessable.

		This letter expresses our opinion with respect to the
Maryland General Corporation 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.  This opinion may
not be relied on by any other person or for any other purpose
without our prior written consent.

						Very truly yours,


				/s/ Venable, Baetjer and Howard, LLP