October 17, 2000
T. Rowe Price Equity Series, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
In connection with the proposed registration of an indefinite number of
shares of Capital Stock of your Company, I have examined certified copies of
your company's Articles of Incorporated dated January 31, 1994, and the By-Laws
of your Company as presently in effect.
I am of the opinion that:
(i)
your Company is a corporation duly organized and existing user the
laws of Maryland; and
(ii)
each of such authorized shares of Capital Stock of your Company, upon
payment in full of the price fixed by the Board of Directors of your
Company, will be legally and validly issued and will be fully paid
and non-assessable.
I hereby consent to the use of this opinion as an exhibit to the Company's
Registration Statement on form N-1A to be filed with the Securities and Exchange
Commission for the registration under the Securities Act of 1933 of an
indefinite number of shares of Capital Stock of your Company.
Sincerely,
/s/Henry H. Hopkins
Henry H. Hopkins
