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EXHIBIT (I)
Piper Marbury Rudnick & Wolfe LLP
6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.piperrudnick.com
PHONE (410) 580-3000
FAX (410) 580-3001
May 30, 2000
Prudential Tax-Managed Small-Cap Fund, Inc.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
Re: Registration Statement on Form N-1A
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Ladies and Gentlemen:
We have acted as special Maryland counsel to Prudential Tax-Managed
Small-Cap Fund, Inc. (formerly known as the Prudential Small-Cap Quantum
Fund, Inc.) (the "Fund"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), by the Fund of up
to 2,000,000,000 shares of Common Stock, par value $.001 per share, divided
equally into four classes, designated as Class A, Class B, Class C and Class
Z (the "Shares"), pursuant to a registration statement filed with the
Securities and Exchange Commission (the "Commission") on Form N-1A, as
amended (the "Registration Statement"). This opinion is being furnished at
your request in connection with the filing of the Registration Statement.
In our capacity as Maryland counsel, we have reviewed originals or
copies, certified or otherwise identified to our satisfaction, of the following
documents:
(a) The Charter of the Company certified by the Maryland State
Department of Assessments and Taxation (the "MSDAT").
(b) The By-Laws of the Company.
(c) The Registration Statement.
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Prudential Tax-Managed Small-Cap Fund, Inc.
May 30, 2000
Page 2
(d) The minutes of proceedings of the Company relating to (i)
the authorization of the issuance of the Shares, and (ii) the
authorization of the Registration Statement and the transactions
contemplated thereby.
(e) A short-form Good Standing Certificate for the Company,
dated a recent date, issued by the MSDAT.
(f) A Certificate of Secretary of the Company, dated as of the
date hereof, as to certain factual matters (the "Certificate").
(g) A form of stock certificate for the Shares.
(h) Such other documents as we have considered necessary to
the rendering of the opinion expressed below.
In such examination of the aforesaid documents, we have assumed,
without independent investigation, the genuineness of all signatures, the legal
capacity of all individuals who have executed any of the aforesaid documents,
the authenticity of all documents submitted to us as originals, the conformity
with originals of all documents submitted to us as copies (and the authenticity
of the originals of such copies), and the accuracy and completeness of all
public records reviewed by us. As to factual matters, we have relied on the
Certificate and have not independently verified the matters stated therein.
Based upon the foregoing, having regard for such legal considerations
as we deem relevant, and limited in all respects to applicable Maryland law, we
are of the opinion and advise you that:
1. The Fund has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Maryland.
2. The Shares to be issued by the Fund pursuant to the Registration
Statement have been duly authorized and, when issued as contemplated in the
Registration Statement in an amount not to exceed the number of Shares
authorized by the charter but unissued, will be validly issued, fully paid and
nonassessable.
In addition to the qualifications set forth above, this opinion is
subject to the qualification that we express no opinion as to the laws of any
jurisdiction other than the State of Maryland. This opinion concerns only the
effect of the laws (exclusive of the securities or "blue sky" laws and the
principles of conflict of laws) of the State of
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Prudential Tax-Managed Small-Cap Fund, Inc.
May 30, 2000
Page 3
Maryland as currently in effect. We assume no obligation to supplement this
opinion if any applicable laws change after the date hereof or if any facts or
circumstances come to our attention after the date hereof that might change this
opinion. This opinion is limited to the matters set forth herein, and no other
opinion should be inferred beyond the matters expressly stated.
We hereby consent to the filing of this opinion as an exhibit to the
Fund's Registration Statement. In giving our consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
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