<DOCUMENT>
<TYPE>EX-99.L1
<SEQUENCE>6
<FILENAME>dex99l1.txt
<DESCRIPTION>OPINION AND CONSENT OF WILLKIE FARR AND GALLAGHER
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<PAGE>
                                                                     Exhibit l.1

                      [Willkie Farr & Gallagher letterhead]

May 16, 2002


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

Ladies and Gentlemen:

We have acted as counsel to Managed Municipals Portfolio Inc., a corporation
organized under the laws of the State of Maryland (the "Fund"), in connection
with the preparation of a registration statement on Form N-2 (the "Registration
Statement") and the prospectus forming part of the Registration Statement (the
"Prospectus"), relating to the offer and sale of up to 10,000 shares of
Municipal Auction Rate Cumulative Preferred Stock of the Fund, par value $.001
per share, liquidation preference $25,000 per share (the "Preferred Shares").

We have examined copies of the Fund's charter, as amended from time to time (the
"Charter"), and by-laws, the Registration Statement, resolutions adopted by the
Fund's Board of Directors (the "Board") on February 6, 2002 and March 14, 2002,
the form of the Fund's Articles Supplementary relating to the Preferred Shares
(the "Articles Supplementary") and any other records, documents, papers,
statutes and authorities as we have deemed necessary to form a basis for the
opinions expressed below. In our examination, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies submitted
to us. As to various questions of fact material to our opinions, we have relied
on certificates and statements of officers and representatives of the Fund and
others.

Based on and subject to the foregoing, we are of the opinion that when the
Pricing Committee of the Board has established the final terms of the Preferred
Shares, pursuant to authority delegated to it by the Board, and the Articles
Supplementary as approved by the Pricing Committee of the Board have been filed
with the Maryland State Department of Assessments and Taxation, the Preferred
Shares to be offered for sale pursuant to the Prospectus will have been duly
authorized and, when thereafter sold, issued and paid for as contemplated by the
Prospectus, will have been validly and legally issued and will be fully paid and
non-assessable.

We are admitted to the Bar of the State of New York only and do
not opine as to the laws of any jurisdiction other than the laws of the State of
New York and the laws of the United States, and the opinion set forth above is
accordingly limited to the laws of those jurisdictions. As to matters governed
by the laws of the State of Maryland, we have relied on the opinion of Messrs.
Venable, Baetjer and Howard, LLP appended to this letter. We assume no
obligation to revise or supplement this opinion should the present laws of such
jurisdictions be changed by legislative action, judicial decision or otherwise.
This opinion is rendered as of the date hereof, and we express no opinion as to,
and disclaim any undertaking or obligation to update this opinion in respect of
changes of circumstances or events which occur subsequent to this date.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus included as
part of the Registration Statement under "Legal Opinions." We are furnishing
this opinion solely for your benefit and this opinion may not be relied upon by
any other person, except Salomon Smith Barney Inc., without our prior written
consent.

Very truly yours,





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