EX-5.1

You have requested me, as Executive Vice President and General Counsel of Legg Mason, Inc. (the “Company”), to render my opinion in connection with the issuance and sale by the Company of $400,000,000 aggregate principal amount of the Company’s 5.625% Senior Notes due 2044 (the “Notes”), subject to the terms and conditions set forth in the Underwriting Agreement dated as of January 16, 2014 (the “Underwriting Agreement”) among the Company and the underwriters named therein. The Notes are pursuant to an indenture dated as of January 22, 2014 (the “Base Indenture”), among the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a supplemental indenture dated as of January 22, 2014 (the “Supplemental Indenture,” together with the Base Indenture, the “Indenture”).

In my capacity as Executive Vice President and General Counsel of the Company, I am familiar with the Company’s Articles of Incorporation and Bylaws, 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 Base Indenture, the Supplemental Indenture and the Notes. In my examinations, I have assumed the genuineness of all signatures, the authenticity of the originals of the documents submitted to me, the conformity of authentic originals of all documents submitted to me as copies and that the Indenture has been duly authorized, executed and delivered by the Trustee. As to factual matters, I have relied upon the truthfulness of the representations made in certificates of public officials and officers of the Company.

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

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

2. The Base Indenture, the Supplemental Indenture and the Notes have been authorized by the Board of Directors of the Company and executed by a duly authorized officer of the Company, and have been duly authorized by the Company.

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. It 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 Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement on Form S-3ASR (File No. 333-193321) filed by the Company to effect the registration of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) and to the use of my name therein and in the prospectus and the prospectus supplement constituting a part or deemed a part of such Registration Statement. 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 or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Thomas C. Merchant

Thomas C. Merchant

Executive Vice President and General Counsel