<DOCUMENT>
<TYPE>EX-99.12
<SEQUENCE>5
<FILENAME>dex9912.txt
<DESCRIPTION>FORM OF OPINION AND CONSENT OF WILLKIE FARR
<TEXT>
<PAGE>

__________, 2002




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

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

Ladies and Gentlemen:

You have asked us for our opinion concerning certain federal income tax
consequences to (a) Managed Municipals Portfolio Inc., a Maryland corporation
(the "Acquiring Fund"), (b) Managed Municipals Portfolio II Inc., a Maryland
corporation (the "Acquired Fund"), and (c) holders (the "Acquired Fund
Shareholders") of voting shares of common stock of the Acquired Fund (the
"Acquired Fund Shares"), when the Acquired Fund Shares are converted to voting
shares of common stock of the Acquiring Fund ("Acquiring Fund Shares") pursuant
to the merger of the Acquired Fund with and into the Acquiring Fund under the
Maryland General Corporation Law (the "Merger"), all pursuant to that certain
Merger Agreement and Plan of Reorganization, dated as of January 11, 2002 (the
"Merger Agreement"), between the Acquiring Fund and the Acquired Fund. All terms
used herein which are not specifically defined shall have the same meanings as
when used in the Merger Agreement.

Pursuant to the Merger (a) the Acquiring Fund by operation of law will acquire
all of the assets of the Acquired Fund and assume all of the Acquired Fund's
liabilities, (b) each Acquired Fund Share will convert to an equivalent dollar
amount (to the nearest one tenth of one cent) of full Acquiring Fund Shares
(based upon the net asset value per share of each Fund), and (c) the Acquiring
Fund will be the surviving Fund in the Merger. The Acquiring Fund will not issue
any fractional Acquiring Fund Shares to Acquired Fund Shareholders but will
instead purchase all fractional Acquiring Fund Shares at their net asset value
and remit the cash proceeds to Acquired Fund Shareholders.

We have reviewed such documents and materials as we have considered necessary
for the purpose of rendering this opinion. In rendering this opinion, we have
assumed that such documents as yet unexecuted will, when executed, conform in
all material respects to the proposed forms of such documents that we have
examined. In addition, we have assumed the genuineness of all signatures, the
capacity of each party executing a document to so execute that document, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies.

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__________, 2002
Page 2




We have made inquiry as to the underlying facts which we considered to be
relevant to the conclusions set forth in this letter. The opinions expressed in
this letter are based upon certain factual statements relating to the Acquiring
Fund and the Acquired Fund that are set forth in the Registration Statement on
Form N-14 (the " Registration Statement") filed by the Acquiring Fund with the
Securities and Exchange Commission and representations made in letters from the
Acquiring Fund and the Acquired Fund addressed to us for our use in rendering
this opinion (the "Tax Representation Letters"). We have no reason to believe
that these representations and facts are not valid, but we have not attempted to
verify independently any of these representations and facts, and this opinion is
based upon the assumption that each of them is accurate.

The conclusions expressed herein are based upon the Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations promulgated thereunder,
published rulings and procedures of the Internal Revenue Service and judicial
decisions, all as in effect on the date of this letter.

Based upon the foregoing and subject to the conditions and assumptions set forth
below, we are of the opinion that for federal income tax purposes:

     (a)  the Merger will constitute a reorganization within the meaning of
          Section 368(a)(1) of the Code and the Acquiring Fund and the Acquired
          Fund will each be a "party to a reorganization" within the meaning of
          Section 368(b) of the Code;

     (b)  except for consequences regularly attributable to a termination of the
          Acquired Fund's taxable year, no gain or loss will be recognized by
          the Acquired Fund as a result of the Merger or upon the conversion of
          the Acquired Fund Shares to Acquiring Fund Shares;

     (c)  no gain or loss will be recognized by the Acquiring Fund as a result
          of the Merger or upon the conversion of the Acquired Fund Shares to
          Acquiring Fund Shares;

     (d)  except with respect to assets which must be revalued as a consequence
          of a termination of the Acquired Fund's taxable year, the tax basis of
          the Acquired Fund assets in the hands of the Acquiring Fund will be
          the same as the tax basis of such assets in the hands of the Acquired
          Fund immediately prior to the consummation of the Merger;

     (e)  except with respect to assets which must be revalued as a consequence
          of a termination of the Acquired Fund's taxable year, the Acquiring
          Fund's holding period with respect to the transferred Acquired Fund
          assets will include the period for which such assets were held by the
          Acquired Fund;

     (f)  no gain or loss will be recognized by an Acquired Fund Shareholder
          upon the conversion of his or her Acquired Fund Shares to Acquiring
          Fund Shares except to the extent that such Acquired Fund Shareholder
          is paid cash in lieu of fractional Acquiring Fund Shares;

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__________, 2002
Page 3




     (g)  immediately after the Merger, the aggregate tax basis of the Acquiring
          Fund Shares received by each Acquired Fund Shareholder in the Merger
          (including any fractional Acquiring Fund Shares deemed to be received
          by such Acquired Fund Shareholder as set forth in (i) below) will be
          equal, in the aggregate, to the tax basis of the Acquired Fund Shares
          held by such Acquired Fund Shareholder and converted to Acquiring Fund
          Shares (and, if applicable, cash) pursuant to the Merger;

     (h)  an Acquired Fund Shareholder's holding period for his or her Acquiring
          Fund Shares (including any fractional Acquiring Fund Shares deemed to
          be received by such Acquired Fund Shareholder as set forth in (i)
          below) will be determined by including the period for which he or she
          held the Acquired Fund Shares converted to Acquiring Fund Shares (and,
          if applicable, cash) pursuant to the Merger, provided that such
          Acquired Fund Shares were held as capital assets immediately prior to
          the Merger; and

     (i)  the payment of cash to an Acquired Fund Shareholder in lieu of
          fractional Acquiring Fund Shares will be treated as though such
          fractional Acquiring Fund Shares were distributed to the Acquired Fund
          Shareholder as part of the Merger and then redeemed by the Acquiring
          Fund with the result that the Acquired Fund Shareholder will have
          capital gain or loss to the extent the cash distribution differs from
          such Acquired Fund Shareholder's basis allocable to such fractional
          Acquiring Fund Shares as set forth in (g) above.

The opinion set forth in (i) above assumes that (a) the converted Acquired Fund
Shares were held by the Acquired Fund Shareholder as capital assets immediately
prior to the Merger, (b) the percentage of the outstanding Acquiring Fund Shares
owned by the Acquired Fund Shareholder immediately after the cash distribution
(including any Acquiring Fund Shares which are deemed to be owned at such time
by such Acquired Fund Shareholder pursuant to Section 302(c)(1) of the Code) is
less than the percentage that would have resulted if fractional Acquiring Fund
Shares had actually been distributed to such Acquired Fund Shareholder in lieu
of cash, and (c) the distribution of cash in lieu of fractional Acquiring Fund
Shares is not pursuant to a formal or informal plan to proportionately reduce
the holdings of all of the owners of Acquiring Fund Shares.

Our opinion is based upon the accuracy of the certifications, representations
and warranties and the satisfaction of the covenants and obligations contained
in the Merger Agreement, the Tax Representation Letters and in the various other
documents related thereto. Our opinion may not be relied upon if any such
certifications, representations or warranties are not accurate or if any of such
covenants or obligations are not satisfied in all material respects.

Very truly yours,

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