EX-99.I 4 dex99i.htm OPINION OF COUNSEL Opinion Of Counsel

Exhibit (i)

 

LOGO   

lawyers@saul.com

 

www.saul.com

July 29, 2008

Western Asset Funds, Inc.

100 Light Street

Baltimore, Maryland 21202

 

Re:   All Portfolios of Western Asset Funds, Inc.  
 

(Registration No. 33-34929)

 

Ladies and Gentlemen:

We have acted as Maryland counsel to Western Asset Funds, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of (i) the registration of shares of the Company; and (ii) the authorization of eight billion fifty million (8,050,000,000) additional shares of the Company’s common stock, par value $0.001 per share, in each of the Company’s Portfolios as listed on Exhibit A attached hereto (the “Additional Shares”), under the Securities Act of 1933, as amended.

As a basis for our opinions, we have examined the following documents (collectively, the “Documents”):

(i) The amendment to the N-1A Registration Statement (the “Amendment”), as filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”); and

(ii) The prospectus contained in the Amendment (the “Prospectus”).

Also, as a basis for these opinions, we have examined the originals or certified copies of the following:

(iii) a Certificate of Status for the Company issued by the State Department of Assessments and Taxation of Maryland dated July 17, 2008;

(iv) a certified copy of the charter of the Company dated May 16, 1990, as amended on May 29, 1998, May 31, 2001, May 20, 2002, and July 30, 2003 (the “Charter”);

 

Lockwood Place • 500 East Pratt Street • Baltimore, MD 21202-3171

 

Phone: (410) 332-8600 • Fax: (410) 332-8862

 

 

BALTIMORE   CHESTERBROOK   HARRISBURG   NEWARK   PHILADELPHIA   PRINCETON   WASHINGTON   WILMINGTON


Western Asset Funds, Inc.

July 29, 2008

Page 2

 

(v) certified copies of Articles Supplementary of the Company recorded on November 14, 1991, Articles Supplementary of the Company recorded on March 29, 1994, Articles Supplementary of the Company recorded on March 1, 1996, Articles Supplementary of the Company recorded on March 17, 2000, Articles Supplementary of the Company recorded on June 20, 2000, Articles Supplementary of the Company recorded on September 24, 2003, Articles Supplementary of the Company recorded on October 14, 2004, Articles Supplementary of the Company recorded on March 15, 2005, Articles Supplementary of the Company recorded on June 29, 2006, Articles Supplementary of the Company recorded on May 23, 2007 and Articles Supplementary of the Company recorded on July 28, 2008 (the “Articles Supplementary”);

(vi) a certified copy of the Bylaws of the Company (the “Bylaws”);

(vii) resolutions adopted by the Board of Directors of the Company dated May 14, 2008;

(viii) a Certificate of the Secretary of the Company as to the authenticity of the Charter and Bylaws of the Company, the resolutions of the Company’s Board of Directors approving the filing of the Amendment and authorizing the issuance of the Additional Shares, and other matters that we have deemed necessary and appropriate; and

(ix) such other documents as we have deemed necessary and appropriate to express the opinions set forth in this letter, subject to the limitations, assumptions and qualifications noted below.

In reaching the opinions set forth below, we have assumed:

(a) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photographic copies, and the accuracy and completeness of all documents;

(b) the legal capacity of all natural persons executing any documents, whether on behalf of themselves or other persons;

(c) that all persons executing documents on behalf of any party (other than the Company) are duly authorized;

(d) there will be no changes in applicable law between the date of this opinion and any date of issuance or delivery of Additional Shares;

(e) that at the time of delivery of the Additional Shares, all contemplated additional actions described in the Documents shall have been taken and the authorization of the Additional Shares will not have been modified or rescinded;


Western Asset Funds, Inc.

July 29, 2008

Page 3

 

(f) that the issuance and delivery of the Additional Shares, and the compliance by the Company with the terms of the Additional Shares, will not violate any then applicable law or result in a violation of any provision of any instrument or agreement then binding on the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company;

(g) that the consideration received or proposed to be received for the issuance and sale of any Additional Shares of the Company as contemplated by each of the Amendment and the Prospectus is not less than the par value per share; and

(h) that the aggregate number of shares of the Company which would be outstanding after the issuance of any Additional Shares, and any other contemporaneously issued or reserved shares, together with the number of shares then previously issued and outstanding and the number of shares then previously reserved for issuance upon the conversion or exchange of other securities issued by the Company, does not exceed the number of then-authorized shares of the Company.

As to various questions of fact material to our opinions, we have relied upon a certificate and representations of Richard Wachterman, as Secretary of the Company, and have assumed that the Secretary’s Certificate and representations continue to remain true and complete as of the date of this letter. We have not examined any court records, dockets, or other public records, nor have we investigated the Company’s history or other transactions, except as specifically set forth in this letter.

Based on our review of the foregoing and subject to the assumptions and qualifications set forth in this letter, it is our opinion, as of the date of this letter, that:

1. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Maryland.

2. The Additional Shares have been duly authorized and, when issued and delivered against payment of the consideration in the manner described in the Documents, will be validly issued, fully paid and nonassessable.

In addition to the qualifications set forth above, the opinions set forth are also subject to the following general qualifications:

(i) We express no opinion as to the laws of any jurisdiction other than the laws of the State of Maryland. We express no opinion as to the principles of conflict of laws of any jurisdiction, including the laws of the State of Maryland.

(ii) We assume no obligation to supplement our opinions if any applicable law changes after the date of this letter or if we become aware of any facts that might alter the opinions expressed in this letter after the date of this letter.


Western Asset Funds, Inc.

July 29, 2008

Page 4

 

(iii) We express no opinion on the application of federal or state securities laws to the transactions contemplated in the Documents.

The opinions expressed in this letter are furnished only with respect to the transactions contemplated by the Documents. The opinions expressed in this letter are limited to the matters set forth in this letter, and no other opinions shall be implied or inferred beyond the matters expressly stated.

We hereby consent to the filing of this opinion as an exhibit to the Amendment and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933.

 

Very truly yours,
SAUL EWING LLP


Western Asset Funds, Inc.

July 29, 2008

Page 5

Exhibit A

 

Portfolios

   Additional Shares

Western Asset Enhanced Equity Portfolio

   250,000,000

Western Asset Money Market Portfolio

   250,000,000

Western Asset U.S. Government Money Market Portfolio

   250,000,000

Western Asset Global Strategic Income Portfolio

   100,000,000

Western Asset Intermediate Bond Portfolio

   500,000,000

Western Asset Intermediate Plus Bond Portfolio

   500,000,000

Western Asset Absolute Return Portfolio

   500,000,000

Western Asset Core Bond Portfolio

   1,000,000,000

Western Asset Core Plus Bond Portfolio

   2,700,000,000

Western Asset High Yield Portfolio

   500,000,000

Western Asset Inflation Indexed Plus Bond Portfolio

   500,000,000

Western Asset Limited Duration Bond Portfolio

   500,000,000

Western Asset Non-U.S. Opportunity Bond Portfolio

   500,000,000