EX-5 3 lm2003may_exhibit5opinion.htm MAY 2003 OPINION OF ROBERT F. PRICE May 2003 Opinion of Robert F. Price

                                                                                

May 2, 2003

Board of Directors

Legg Mason, Inc.

100 Light Street

Baltimore, Maryland 21202

                      

Re:  

Legg Mason Wood Walker, Incorporated

Deferred Compensation/Phantom Stock Plan

Registration Statement on Form S-8

Ladies and Gentlemen:

                        This opinion is being furnished in connection with the registration of 2,500,000 shares (the “Shares”) of common stock, par value $.10 per share, of Legg Mason, Inc. (the “Company”) with the Securities and Exchange Commission on Form S-8.

                        Please be advised that I have examined the corporate records of the Company (including the Articles of Incorporation, as amended, By-Laws, as amended, and minutes) and such other documents as I considered necessary to give the opinion set forth below.  In connection with my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity to the original document of all documents submitted to me as copies.

                                                                                                            

Exhibits 5 and 23(b)


May 2, 2003

Page 2

                        Based upon and subject to the foregoing, it is my opinion that the Shares covered by the Registration Statement will, upon issuance of such Shares pursuant to the Legg Mason Wood Walker, Incorporated Deferred Compensation/Phantom Stock Plan (the “Plan”) by the Company (assuming such issuances are made in accordance with the terms of the Plan, as the form of the Plan is incorporated by reference as an Exhibit to the Registration Statement), constitute legally issued, fully paid and non-assessable shares of common stock of the Company.

                        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 Prospectus.  In giving this consent, I do not admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act of 1933.

                                                                             

Very truly yours,

                                                                    

/s/ Robert F. Price

                                                                    

Robert F. Price

General Counsel

RFP/elc