KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W. 2nd Floor Washington, D.C.
20036
November 27, 1996
Robert J. Zutz
(202) 778-9059
Prudential Dryden Fund
Gateway Center Three
Newark, New Jersey 07102
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
Prudential Dryden Fund (formerly The Prudential Institutional Fund)
("Trust") is a business trust organized under the laws of the State of Delaware.
We understand that the Trust is
about to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended ("1940 Act"), for the purpose of making definite
the number of shares of beneficial interest, par value $0.001 per share, that it
has registered under the Securities Act of 1933, as amended ("1933 Act"), and
sold during its fiscal year ended September 30, 1996.
We have, as counsel, participated in various business and other matters
relating to the Trust. We have examined copies, either certified or otherwise
proved to be genuine, of the Declaration of Trust and the Trust's By-Laws, as
now in effect, and the minutes of meetings of
the trustees of the Trust, and we generally are familiar with its business
affairs. For certain matters of fact, we have relied upon representations of
officers of the Trust. Based on the foregoing, it is our opinion that the
shares sold during the fiscal year ended September 30, 1996, the registration of
which will be made definite by the filing of a Rule 24f-2 Notice, were legally
issued, fully paid and non-assessable.
The Trust is a business trust established pursuant to the
Delaware Business Trust Act ("Delaware Act"). The Delaware Act provides that a
shareholder of the Trust is entitled to the same
limitation of personal liability extended to shareholders of for-profit corpora-
tions. To the extent that the Trust or any of its
shareholders becomes subject to the jurisdiction of courts in
states that do not have statutory or other authority limiting the liability of
business trust shareholders, such courts might not apply the Delaware Act and,
thus, might subject Trust shareholders
to liability. To guard against this risk, the Declaration of Trust: (1)
requires that every written obligation of the Trust contain a statement that
such obligation may be enforced only against the assets of the Trust and (2)
provides for indemnification out of
Trust property of any shareholder held personally liable, solely by reason of
being a shareholder, for the obligations of the Trust. Thus, the risk of a Trust
shareholder incurring financial loss beyond the shareholder's investment because
of shareholder liability is limited to circumstances in which a court refuses to
apply Delaware law, no contractual limitation of liability was in effect, and
the Trust itself would be unable to meet its obligations.
We express no opinion as to compliance with the 1933 Act, the 1940 Act, or
applicable state securities laws in connection with the sales of Shares.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice that you are about to file with the Securities and Exchange Commission.
We also consent to the reference to our firm in the
prospectus filed as part of the Trust's
registration statement. Very truly yours,
KIRKPATRICK & LOCKHART LLP
By /s/Robert J.Zutz Robert J. Zutz
