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