[LETTERHEAD WILLKIE FARR & GALLAGHER]




January 11, 2002




Managed Municipals Portfolio Inc.
125 Broad Street
New York, New York  10004

Ladies and Gentlemen:

We have acted as counsel to Managed Municipals Portfolio Inc. (the "Fund"), a
corporation organized under the laws of the State of Maryland, in connection
with its proposed merger (the "Merger") with Managed Municipals Portfolio II
Inc. ("MTU"), a corporation organized under the laws of the State of Maryland.
Pursuant to the Merger, outstanding shares of common stock, $.001 par value, of
MTU (the "MTU Shares") will be converted into full shares of common stock, $.001
par value, of the Fund (the "MMU Shares").

We have examined copies of the Charter and By-Laws of the Fund, as amended, the
Fund's Registration Statement on Form N-14 (Securities Act File No. 333-73556)
with respect to the Merger (the "Registration Statement"), substantially in the
form in which it is to become effective, the Merger Agreement and Plan of
Reorganization between the Fund and MTU, dated January 11, 2002 (the
"Agreement"), resolutions adopted by the Fund's Board of Directors and other
records and documents that we have deemed necessary or appropriate for the
purpose of this opinion. We have also examined such other documents, papers,
statutes and authorities as we have deemed necessary to form a basis for the
opinion hereinafter expressed.

In our examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. We have also
assumed that the terms of the Agreement are fair and reasonable to the Fund. As
to various questions of fact material to our opinion, we have relied upon
statements and certificates of officers and representatives of the Fund and
others. As to matters governed by the laws of the State of Maryland, we have
relied upon the opinion of Venable, Baetjer and Howard, LLP that is attached to
this opinion.

Based upon the foregoing, we are of the opinion that when the Merger has been
duly approved by the stockholders of the Fund, appropriate Articles of Merger
with respect to the Merger have been accepted for record by the Maryland State
Department of Assessments and Taxation and the MTU



Managed Municipals Portfolio Inc.
January 11, 2002
Page 2



Shares have been converted into MMU Shares pursuant to the Agreement and the
Articles of Merger and in the manner described in the Registration Statement,
the MMU Shares will have been validly and legally authorized and issued and will
be fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Opinions" in the Proxy Statement/Prospectus included as part of the Registration
Statement.

Very truly yours,

/s/ Willkie Farr & Gallagher