EX-99.B(i)tmlegopn

           WADDELL & REED ADVISORS TAX-MANAGED EQUITY FUND, INC.
                            6300 LAMAR AVENUE
                             P. O. BOX 29217
                   SHAWNEE MISSION, KANSAS 66201-9217


October 25, 2001



Securities and Exchange Commission
450 Fifth Street, N. W.
Judiciary Plaza
Washington, D. C. 20549

Re:  Waddell & Reed Advisors Tax-Managed Equity Fund, Inc.
     Post-Effective Amendment No. 3

Dear Sir or Madam:

In connection with the public offering of shares of Capital Stock of
Waddell & Reed Advisors Tax-Managed Equity Fund, Inc. (the "Fund"), I have
examined such corporate records and documents and have made such further
investigation and examination as I deemed necessary for the purpose of this
opinion.

It is my opinion that the indefinite number of shares of such Capital Stock
covered by the Fund's Registration Statement on Form N-1A, when issued and
paid for in accordance with the terms of the offering, as set forth in the
Prospectus and Statement of Additional Information forming a part of the
Registration Statement, will be, when such Registration shall have become
effective, legally issued, fully paid and non-assessable by the Fund.

I hereby consent to the filing of this opinion as an Exhibit to the said
Registration Statement and to the reference to me in such Statement of
Additional Information.

Yours truly,


/s/Kristen A. Richards
----------------------
Kristen A. Richards
Vice President, Associate General Counsel
and Secretary

KAR/fer