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Piper Marbury Rudnick & Wolfe LLP
6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.piperrudnick.com
PHONE (410) 580-3000
FAX (410) 580-3001
January 11, 2001
Prudential Tax-Managed Small-Cap Fund, Inc.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102-4077
Re: Registration Statement on Form N-1A
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Ladies and Gentlemen:
Please refer to our opinion letter to you of May 30, 2000, concerning
certain matters of Maryland law relating to the incorporation and shares of
Prudential Tax-Managed Small-Cap Fund, Inc., a Maryland corporation (the
"Fund"). We hereby confirm the opinion stated in that letter, as of the date
thereof, and consent to your filing a copy of the same with Post-Effective
Amendment No. 6 to the Fund's Registration Statement on Form N-1A, Registration
No. 333-24495, pursuant to the Securities Act of 1933, as amended, and
Post-Effective Amendment No. 7 to its Registration Statement pursuant to the
Investment Company Act of 1940, as amended, Registration No. 811-08167
(collectively, the "Amendment"), relating to several classes of shares of common
stock, $.001 par value, of the Fund.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
