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EXHIBIT 99(I)(2)
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IN WASHINGTON, D.C. SULLIVAN & WORCESTER LLP IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. ONE POST OFFICE SQUARE 767 THIRD AVENUE
WASHINGTON, D.C. 20036 BOSTON, MASSACHUSETTS 02109 NEW YORK, NEW YORK 10017
(202) 775-8190 (617) 338-2800 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 617-338-2880 FAX NO. 212-758-2151
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Boston
July 19, 2000
Prudential Investments Fund Management LLC
Three Gateway Center
Newark, New Jersey 07102-4077
Re: Prudential Equity Fund
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Ladies and Gentlemen:
Please refer to our opinion letter to you of January 20, 2000,
concerning certain matters of Massachusetts law relating to the organization and
shares of Prudential Equity Income 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 your filing a copy of the same
with Post-Effective Amendment No. 22 to the Fund's Registration Statement on
Form N-1A, Registration No. 33-9269, pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), and Amendment No. 22 to its Registration
Statement pursuant to the Investment Company Act of 1940, as amended,
Registration No. 811-4864 (collectively, the "Amendment"), relating to the
several classes of shares of beneficial interest, $.01 par value, of the Fund
(the "Shares"). In giving this consent, we do not hereby 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 January 20, 2000 relates to the Fund and its shares as they then
existed, and is based solely on the state of facts prevailing at that time. We
have conducted no further investigation of those facts, as they may have changed
since January 20, 2000, 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
SULLIVAN & WORCESTER LLP
