<DOCUMENT>
<TYPE>EX-99.L2
<SEQUENCE>7
<FILENAME>dex99l2.txt
<DESCRIPTION>OPINION AND CONSENT OF VENABLE BAETJER AND HOWARD
<TEXT>
<PAGE>
                                                                     Exhibit l.2

                                  May 16, 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 for Managed
Municipals Portfolio Inc., a Maryland corporation (the "Fund"), in connection
with its offering of up to 10,000 shares of preferred stock designated
"Municipal Auction Rate Cumulative Preferred Stock," each with a par value of
$0.001 and a liquidation preference of $25,000 (collectively, the "Shares").

                  As special Maryland counsel for the Fund, we are familiar with
its Charter and Bylaws. We have examined the prospectus (the "Prospectus")
included in its Registration Statement on Form N-2 with respect to the Shares
(Securities Act Registration File No. 333-76788, Investment Company Act File No.
811-6629), substantially in the form in which it is to become effective (the
"Registration Statement"). We are also familiar with the form of Articles
Supplementary with respect to the Shares (the "Articles Supplementary") that
have been filed as an exhibit to the Registration Statement. We have further
examined and relied on a certificate of the Maryland State Department of
Assessments and Taxation ("SDAT") to the effect that the Fund 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 the Fund and documents and certificates with respect to factual
matters as we have deemed necessary to render the opinion expressed herein. We
have assumed, without independent verification, the genuineness of all
signatures on documents submitted to us, the authenticity of all documents
submitted to us as originals, the conformity with originals of all documents
submitted to us as copies, and the authenticity of all such originals.

<PAGE>

Willkie Farr & Gallagher
May 16, 2002
Page 2





                  Based on such examination, we are of the opinion that, when
the Pricing Committee of the Board of Directors has established the final terms
of the Shares, pursuant to authority delegated to it by the Board of Directors,
and the Articles Supplementary as approved by the Pricing Committee of the Board
of Directors have been filed with SDAT, the 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 nonassessable.

                  This letter expresses our opinion with respect to the Maryland
General Corporation Law governing matters such as due organization and the
authorization and issuance of stock, as in effect as of the date hereof. It does
not extend to the securities or "Blue Sky" laws of Maryland, to federal
securities laws or to other laws. We assume no obligation to update the opinion
set forth herein.

                  You may rely on this opinion in rendering your opinion to the
Fund 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 our firm under the heading "Legal Opinions" in the Prospectus.
We do not thereby admit that we are "experts" within the meaning of the
Securities Act of 1933 and the rules and regulations thereunder. This opinion
may not be relied on for any other purpose or by any other person without our
prior written consent.

                        Very truly yours,


                        Venable, Baetjer and Howard, LLP

</TEXT>
</DOCUMENT>
