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Boston
June 27, 2000
Swidler Berlin Shereff Friedman, LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Re: Prudential Municipal Bond Fund
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Ladies and Gentlemen:
Please refer to our opinion letter to you of June 28, 1999, concerning
certain matters of Massachusetts law relating to the organization and shares of
Prudential Municipal Bond Fund, a trust with transferable shares under
Massachusetts law (the "TRUST"). At your request, we hereby confirm the opinions
stated in that letter, as of the date thereof, and consent to the Trust's filing
a copy of that letter as an exhibit to Post-Effective Amendment No. 21 to the
Trust's Registration Statement on Form N-1A, Registration No. 33-10649, pursuant
to the Securities Act of 1933, as amended (the "SECURITIES ACT"), and Amendment
No. 25 to its Registration Statement pursuant to the Investment Company Act of
1940, as amended, Registration No. 811-4930, relating to the several series of
shares of beneficial interest, $.01 par value, of the Trust. In so consenting,
we do not 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 June 28, 1999 relates to the Trust 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 June 28, 1999, and our opinions, as so confirmed, should not be understood
as relating to the status of the Trust and its shares at the present time.
Very truly yours,
s/ SULLIVAN & WORCESTER LLP
SULLIVAN & WORCESTER LLP
