EXHIBIT 5

                                                                  March 11, 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. (the
"Company"), to render my opinion in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, of the combined Registration Statement on
Form S-3 and Post-Effective Amendment No. 1 to Registration Statement No.
333-100156 (collectively, the "Registration Statement") relating to the offering
from time to time, as set forth in the combined prospectus pursuant to Rule 429
contained in the Registration Statement (the "Prospectus") and as to be set
forth in one or more supplements to the Prospectus (each such supplement, a
"Prospectus Supplement"), of the Company's: (i) debt securities ("Debt
Securities"); (ii) debt securities ("Convertible Debt Securities") convertible
or exchangeable into shares of Common Stock, par value $.10 per share ("Common
Stock"), of the Company, shares of Preferred Stock, par value $10.00 per share
("Preferred Stock") of the Company, other Debt Securities or securities of
another company; (iii) warrants to purchase Debt Securities or Convertible Debt
Securities (the "Debt Warrants"); (iv) shares of Common Stock, (v) warrants to
purchase shares of Common Stock ("Common Stock Warrants"); (vi) shares of
Preferred Stock, which may be convertible into Preferred Stock or Common Stock
or exchangeable for Debt Securities or Convertible Debt Securities; (vii)
warrants to purchase shares of Preferred Stock ("Preferred Stock Warrants");
(viii) stock purchase contracts obligating holders to purchase shares of Common
Stock, Preferred Stock or other securities at a future date or dates (the "Stock
Purchase Contracts"); and (ix) equity units comprised of a Stock Purchase
Contract and debt securities or debt obligations of third parties, including
U.S. Treasury securities, securing the obligations of the holders of the equity
units to purchase the securities under the Stock Purchase Contracts (the "Equity
Units"), in each case as shall be designated by the Company at the time of the
offering.

    The aggregate gross proceeds from the offer, sale and distribution of the
Securities (as defined below) under the Registration Statement will not exceed
$1,251,620,000. The Common Stock Warrants, Debt Warrants and Preferred Stock
Warrants are collectively referred to as the "Warrants;" and the Debt
Securities, Convertible Debt Securities, Common Stock, Warrants, Preferred
Stock, Stock Purchase Contracts and Equity Units are collectively referred to as
the "Securities."




    The Debt Securities and Convertible Debt Securities will be issued in one or
more series and may be either senior debt securities (including senior debt
securities convertible or exchangeable into shares of Common Stock, shares of
Preferred Stock, Debt Securities, Convertible Debt Securities or securities of
another company) ("Senior Securities") issued pursuant to an Indenture dated as
of February 9, 1996 (the "Senior Indenture") between the Company and The Bank of
New York, as trustee (the "Senior Trustee"), or subordinated debt securities
(including subordinated debt securities convertible or exchangeable into shares
of Common Stock, shares of Preferred Stock, Debt Securities, Convertible Debt
Securities or securities of another company) ("Subordinated Securities") issued
pursuant to an Indenture (the "Subordinated Indenture") between the Company and
The Bank of New York, as trustee (the "Subordinated Trustee"). The Preferred
Stock will be issued in one or more series and the terms and conditions of the
Preferred Stock will be set forth in Articles Supplementary to the Articles of
Incorporation of the Company in a form that will be filed as an exhibit to a
post-effective amendment to the Registration Statement or incorporated by
reference therein (the "Articles Supplementary"). The Common Stock Warrants will
be issued in one or more series under one or more common stock warrant
agreements in a form that will be filed as an exhibit to a post-effective
amendment to the Registration Statement or incorporated by reference therein (a
"Common Stock Warrant Agreement"). The Debt Warrants will be issued in one or
more series under one or more debt warrant agreements in a form that will be
filed as an exhibit to a post-effective amendment to the Registration Statement
or incorporated by reference therein (a "Debt Warrant Agreement"). The Preferred
Stock Warrants will be issued in one or more series under one or more preferred
stock warrant agreements in a form that will be filed as an exhibit to a
post-effective amendment to the Registration Statement or incorporated by
reference therein (a "Preferred Stock Warrant Agreement"; and together with the
Common Stock Warrant Agreement and the Debt Warrant Agreement, the "Warrant
Agreements"). The Stock Purchase Contracts will be issued in one or more series
under one or more stock purchase contract agreements in a form that will be
filed as an exhibit to a post-effective amendment to the Registration Statement
or incorporated by reference therein (a "Stock Purchase Contract Agreement").
The Equity Units will be issued in one or more series under one or more unit
agreements in a form that will be filed as an exhibit to a post-effective
amendment to the Registration Statement or incorporated by reference therein (an
"Equity Unit Agreement").

    I am familiar with the Company's articles of incorporation and by-laws, as
amended to date, and have examined the originals, or copies certified or
otherwise identified to my satisfaction, of corporate records of the Company,
statutes and other instruments and documents as the basis for the opinions
expressed herein. I am familiar with the Senior Indenture, the form of the
Subordinated Indenture, the form of certificate representing Common Stock, the
Common Stock, the Debt Securities and the Convertible Debt Securities.

    Based upon the foregoing, and having regard for such legal considerations as
I have deemed relevant, I am of the opinion that:



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

    2. The Senior Indenture has been duly authorized, executed and delivered by
the Company.

    3. The Subordinated Indenture, the Debt Securities and the Convertible Debt
Securities, when executed by a duly authorized officer of the Company, will have
been duly authorized by the Company.

    4. The Warrant Agreements, Stock Purchase Contract Agreement, Equity Unit
Agreement, Common Stock Warrants, Preferred Stock Warrants, Debt Warrants, Stock
Purchase Contracts and Equity Units, when authorized by the Board of Directors
of the Company and executed by a duly authorized officer of the Company, will
have been duly authorized by the Company.

    5. When appropriate corporate action has been taken by the Company to
authorize the issuance of shares of Common Stock, such Common Stock, when
issued, delivered and paid for as contemplated in the Registration Statement or
issued upon conversion, exchange, exercise or settlement in accordance with the
terms of the Convertible Debt Securities, Preferred Stock, Common Stock Warrants
or Stock Purchase Contracts, will be validly issued, fully paid and
non-assessable.

    6. When appropriate corporate action has been taken by the Company to fix
the terms of one or more series of the Preferred Stock as contemplated in the
Registration Statement, to authorize the execution and filing with the State
Department of Assessments and Taxation in Maryland of Articles Supplementary
relating thereto and to authorize the issuance of shares thereof, and when such
Articles Supplementary shall have been so executed and filed by the Company and
Preferred Stock with the terms so fixed shall have been duly issued and
delivered by the Company against payment of the consideration therefore or upon
conversion, exchange, exercise or settlement in accordance with the terms of the
Convertible Debt Securities, Preferred Stock Warrants or Stock Purchase
Contracts, as the case may be, such Preferred Stock will be validly issued,
fully paid and non-assessable.

    I am admitted to practice law in the State of Maryland. The opinions set
forth herein are limited to matters of the General Corporation Law of the State
of Maryland. I am furnishing this opinion solely for your benefit and, as to
certain matters of Maryland law, for the benefit of your counsel, Shearman &
Sterling LLP, and of counsel for the underwriters in one or more offerings under
the Registration Statement. It may not be relied upon by any other person
without my express written consent.


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    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/ Thomas C. Merchant
                                --------------------------
                                Thomas C. Merchant
                                Deputy General Counsel




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