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SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
Boston
October 30, 2000
The Trustees of Prudential California Municipal Fund
c/o Prudential Investments Fund Management LLC
Three Gateway Center
Newark, New Jersey 07102-4077
Re: Prudential California Municipal Fund
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Ladies and Gentlemen:
Please refer to our opinion letter to you of December 23, 1999
concerning certain matters of Massachusetts law relating to the organization
and shares of Prudential California Municipal Fund, a trust with transferable
shares under Massachusetts law (the "FUND"). We hereby confirm the opinions
stated in that letter, as of the date thereof, and consent to the filing a
copy of the same with Post-Effective Amendment No. 29 to the Fund's
Registration Statement on Form N-1A, Registration No. 2-91215, pursuant to
the Securities Act of 1933, as amended (the "SECURITIES ACT"), and Amendment
No. 30 to its Registration Statement pursuant to the Investment Company Act
of 1940, as amended, Registration No. 811-4024 (collectively, the
"AMENDMENT"), relating to the several series and classes of shares of
beneficial interest, $.01 par value, of the Fund (the "SHARES"). In giving
this consent, we do not thereby concede that we come within the category of
persons whose consent is required under Section 7 of the Securities Act.
Please note that our confirmation of the opinions set forth in our letter
of December 23, 1999 relates to the Fund and its shares as they then existed,
and is based solely on the state of facts prevailing at that time. Other than
reviewing the Fund's Amended and Restated By-Laws dated May 24, 2000, we have
conducted no further investigation of those facts as they may have changed since
December 23, 1999, and our opinions, as so confirmed, should not be understood
as relating to the status of the Fund and its shares at the present time.
Very truly yours,
/s/ Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP
