January 11, 2002


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

                  Re:   Managed Municipals Portfolio Inc.
                        ---------------------------------

Ladies and Gentlemen:

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

                  We have examined the combined proxy statement and prospectus
and the Statement of Additional Information contained in MMU'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, MMU's Charter and Bylaws, and the Merger Agreement and Plan
of Reorganization between MMU and MTU, dated as of January 11, 2002 (the
"Agreement"). We have also examined and relied on a certificate of the Maryland
State Department of Assessments and Taxation ("SDAT") to the effect that MMU is
duly incorporated and existing under the laws of the State of Maryland and is in
good standing and duly authorized to transact business in the State of Maryland.

                  We have also examined and relied on such other corporate
records of MMU, including a certificate of the Assistant Secretary of MMU with
respect to MMU Board actions and certain other matters, and such other documents
as we have deemed necessary to render the opinion expressed herein. We have
assumed, without independent verification, the genuineness of all signatures on
documents that we have reviewed, the authenticity of all documents submitted to
us as originals, and the conformity with originals of all documents submitted to
us as copies.




Willkie Farr & Gallagher
January 11, 2002
Page 2



                  We have also assumed that the terms of the Agreement are fair
and reasonable to MMU.

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

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

                  2. When the Merger has been duly approved by the stockholders
of MMU, appropriate Articles of Merger with respect to the Merger have been
accepted for record by SDAT, and the MTU 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 be validly issued
shares, fully paid and nonassessable, under the laws of the State of Maryland.

                  This letter expresses our opinion with respect to the Maryland
General Corporation Law governing matters such as the authorization and issuance
of stock. 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 our foregoing opinion in rendering your
opinion to MMU 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 and to the reference to us under "Legal Opinions" in the Registration
Statement. We do not thereby admit that we are "experts" as that term is used in
the Securities Act of 1933, as amended, 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,


                                           /s/ Venable, Baetjer and Howard, LLP