<PAGE>
EXHIBIT 5.0
[LETTERHEAD OF PIPER, MARBURY, RUDNICK & WOLFE LLP]
January 5, 2001
T. Rowe Price Group, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Post-Effective Amendment to the Registration Statement on Form S-8
------------------------------------------------------------------
Dear Ladies and Gentlemen:
We have acted as counsel for T. Rowe Price Group, Inc., a Maryland
corporation (the "Company"), successor issuer to T. Rowe Price Associates,
Inc., a Maryland corporation ("Associates"), in connection with a Post-
Effective Amendment to the Registration Statement on Form S-8 to be filed
by the Company under the Securities Act of 1933, as amended (the "Post-
Effective Registration Statement"), and which registers 4,800,000 shares of
the Common Stock of the Company (the "Shares") to be issued pursuant to the
1986 Employee Stock Purchase Plan (the "Employee Plan") originally adopted
by Associates and assumed by the Company pursuant to an Agreement and Plan
of Share Exchange dated as of December 28, 2000 (the "Share Exchange
Plan"). In that capacity, we have reviewed the charter and by-laws of the
Company, the Post-Effective Registration Statement, the corporate action
taken by the Company and Associates that provides for the issuance or
delivery of the Shares to be issued or delivered under the Employee Plan,
the corporate action of the Company selected to the Share Exchange Plan and
such other materials and matters as we have deemed necessary for the
issuance of this opinion.
Based upon the foregoing, we are of the opinion that the Shares, upon
issuance and delivery thereof as contemplated in the Employee Plan, will be
validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Post-
Effective Registration Statement and to the reference to our firm and to
our opinion in the Post-Effective Registration Statement and the prospectus
which is a part thereof.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
