April 27, 1994
T. Rowe Price Short-Term Bond Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Short-Term Bond Fund, Inc., a Maryland corporation
(the "Corporation"), is filing with the Securities and Exchange Commission
a Rule 24f-2 Notice containing the information specified in paragraph
(b)(1) of Rule 24f-2 under the Investment Company Act of 1940 (the
"Rule"). The effect of the Rule 24f-2 Notice, when accompanied by this
Opinion and by the filing fee, if any, payable as prescribed by paragraph
(c) of the Rule will be to make definite the number of shares sold by the
Corporation during the fiscal year ended February 28, 1994 in reliance
upon the Rule, if any (the "Rule 24f-2 Shares").
We have, as counsel, participated in various corporate and other
proceedings relating to the Corporation and to the Rule 24f-2 Shares. We
have examined copies, either certified or otherwise proven to our
satisfaction to be genuine, of its Charter and By-Laws, as currently in
effect, and a certificate dated April 18, 1994 issued by the Department of
Assessments and Taxation of the State of Maryland certifying the existence
and good standing of the Corporation. We have also reviewed the
Corporation's Registration Statement on Form N-1A and the form of the Rule
24f-2 Notice being filed by the Corporation. We are generally familiar
with the corporate affairs of the Corporation.
The Corporation has advised us that the Rule 24f-2 Shares were sold
in the manner contemplated by the prospectus of the Corporation that was
current and effective under the Securities Act of 1933 at the time of
sale, and that the Rule 24f-2 Shares were sold in numbers within the
limits prescribed by the Charter of the Corporation for a consideration
not less than the net asset value thereof as required by the laws of
Maryland and not less than the net asset value thereof as required by the
Investment Company Act of 1940.
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Based upon the foregoing, it is our opinion that:
1. The Corporation has been duly organized and is legally
existing under the laws of the State of Maryland.
2. The Corporation is authorized to issue one billion
(1,000,000,000) shares of Capital Stock, par value one cent ($.01) per
share. Under Maryland law, (a) the number of authorized shares may be
increased or decreased by action of the Board of Directors and (b) shares
which were issued and which have subsequently been redeemed by the
Corporation are, by virtue of such redemption, restored to the status of
authorized and unissued shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid
and non-assessable.
We hereby consent to the filing of this Opinion with the Securities
and Exchange Commission together with the Rule 24f-2 Notice of the
Corporation, and to the filing of this Opinion under the securities laws
of any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other
than those of the United States of America and the State of New York. We
note that we are not licensed to practice law in the State of Maryland,
and to the extent that any opinion expressed herein involves the law of
Maryland, such opinion should be understood to be based solely upon our
review of the documents referred to above, the published statutes of that
State and, where applicable, published cases, rules or regulations of
regulatory bodies of that State.
Very truly yours,
Shereff, Friedman, Hoffman & Goodman
