December 21, 2005

Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202


Ladies and Gentlemen:

     You have requested me, as Deputy General Counsel of Legg Mason, Inc., a
Maryland corporation (the "Company"), to render my opinion in connection with
the preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), of a registration
statement on Form S-3 (the "Registration Statement") for the registration of
1,889,322 shares of the Company's Common Stock, par value $0.10 per share (the
"Shares"), that were issued in connection with the acquisition of an 80%
interest in The Permal Group Ltd. ("Permal") from Sequana Capital and the
management shareholders of Permal. The Shares are being registered on behalf of
the selling stockholders.

     In my capacity as Deputy General Counsel of the Company, I have examined
and relied upon the information set forth in the Registration Statement and the
originals, or copies identified to my satisfaction, of such corporate records of
the Company, certificates of public officials, officers of the Company and other
persons, and such other documents, agreements and instruments as I have deemed
necessary as a basis for the opinion hereinafter expressed. In my examinations,
I have assumed the genuineness of all signatures, the authenticity of the
originals of the documents submitted to me and the conformity to authentic
originals of all documents submitted to me as copies.

     My opinion set forth herein is limited to the Maryland General Corporation
Law, and I do not express any opinion herein concerning any other law.

     Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized by the Company and are validly issued and fully
paid and non-assessable.

     I am furnishing this opinion solely for your benefit. This opinion may not
be relied upon by any other person without my express written consent. I hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name therein and in the related prospectus. In
giving this consent, I do not admit that I am within the category of persons
whose consent is required under Section 7 of the Securities Act.

                                            Very truly yours,

                                            /s/ Thomas C. Merchant

                                            Thomas C. Merchant
                                            Deputy General Counsel