PIPER MARBURY RUDNICK & WOLFE LLP
6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.piperrudnick.com

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                                     February 20, 2002




Prudential Equity Fund, Inc.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey  07102

         Re: Registration Statement on Form N-1A
             -----------------------------------

Ladies and Gentlemen:

         We have acted as special Maryland counsel to Prudential Equity Fund,
Inc., (the "Fund"), in connection with the registration under the Securities
Act of 1933, as amended, by the Fund of up to 1,000,000,000 shares of Common
Stock, par value $.01 per share, divided equally into four classes,
designated as Class A, Class B, Class C, and Class Z (the "Shares"), pursuant
to a registration statement filed with the Securities and Exchange Commission
(the "Commission") on Form N-1A, as amended (the "Registration Statement").
This opinion is being furnished at your request in connection with the filing
of the Registration Statement.

         In our capacity as special Maryland counsel, we have reviewed originals
or copies, certified or otherwise identified to our satisfaction, of the
following documents:

                  (a) The Charter of the Fund (the "Charter") certified by the
         Maryland State Department of Assessments and Taxation (the "MSDAT").

                  (b)  The By-Laws of the Fund.

                  (c)  The Registration Statement.

                  (d) The minutes of proceedings of the Board of Directors of
         the Fund relating to (i) the authorization of the issuance of the
         Shares, and



         (ii) the authorization of the Registration Statement and the
         transactions contemplated thereby.

                  (e) A short-form Good Standing Certificate for the Fund, dated
         a recent date, issued by the MSDAT.

                  (f) A Certificate of Secretary of the Fund, dated as of the
         date hereof, as to certain factual matters (the "Certificate").

                  (g) Such other documents as we have considered necessary to
         the rendering of the opinion expressed below.

         In such examination of the aforesaid documents, we have assumed,
without independent investigation, the genuineness of all signatures, the legal
capacity of all individuals who have executed any of the aforesaid documents,
the authenticity of all documents submitted to us as originals, the conformity
with originals of all documents submitted to us as copies (and the authenticity
of the originals of such copies), and the accuracy and completeness of all
public records reviewed by us. As to factual matters, we have relied on the
Certificate and have not independently verified the matters stated therein.

         Based upon the foregoing, subject to the additional assumptions,
qualifications, and limitations set forth below, having regard for such legal
considerations as we deem relevant, we are of the opinion and advise you that:


         1.       The Fund has been duly incorporated and is validly existing
                  under the laws of the State of Maryland.

         2.       The Shares to be issued by the Fund pursuant to the
                  Registration Statement have been duly authorized and, when
                  issued as contemplated in the Registration Statement in an
                  amount not to exceed the number of Shares authorized by the
                  Charter but unissued, will be validly issued, fully paid and
                  nonassessable.

         In addition to the qualifications set forth above, this opinion is
subject to the qualification that we express no opinion as to the laws of any
jurisdiction other than the State of Maryland. This opinion concerns only the
effect of the laws (exclusive of the principles of conflict laws) of the
State of Maryland as currently in effect. We express no opinion as to
compliance with the securities (or "blue sky") laws of the State of Maryland.
We assume no obligation to update or supplement this opinion if any



applicable laws change after the date hereof or if any facts or circumstances
come to our attention after the date hereof that might change this opinion.
This opinion is limited to the matters set forth herein, and no other opinion
should be inferred beyond the matters expressly stated.

         We hereby consent to the filing of this opinion as Exhibit (i) to the
Registration Statement. In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act, or the rules and regulations of the Commission thereunder.

                                           Very truly yours,

                                           PIPER MARBURY RUDNICK & WOLFE LLP
                                           /s/ Piper Marbury Rudnick & Wolfe LLP