Shearman & Sterling acted as counsel for Legg Mason, Inc. in connection with its offer to exchange up to 21,850,000, or 95%, of its Equity Units in the form of Corporate Units (the “Units”). The exchange offer for the units expired at 12:01 a.m., New York City time, on August 12, 2009 and was completed on August 17, 2009. Of the 23,000,000 Units outstanding prior to the exchange offer, 20,939,212 Units, representing about 91.04 percent of the original issue, were validly tendered in exchange for 0.8881 of a share of Legg Mason’s common stock and $6.25 in cash per Unit, all of which were accepted for exchange by Legg Mason. In accordance with the terms of the offer, Legg Mason exchanged 18,596,054 million shares of its common stock and approximately $131 million of cash, including cash paid in lieu of fractional shares, for the tendered Units. As a result of the exchange offer, approximately $1 billion of debt was effectively converted to shareholder equity (less cash offered in exchange).

Legg Mason is a global asset management firm, with $657 billion in assets under management as of June 30, 2009. Headquartered in Baltimore, the company provides active asset management in many major investment centers throughout the world.

The Shearman & Sterling team included partners James S. Scott Sr. (New York-Capital Markets), Michael Benjamin (New York-Capital Markets), Don Lonczak (Washington, DC-Tax) and Craig Gibian (Washington, DC-Tax) and associates Stephen Ashley (New York-Capital Markets), Erica Tso (New York-Capital Markets), Samara Abrams (New York-Capital Markets), Yarden Gershony (New York-Capital Markets) and Gerald M. Feige (New York-Tax).