[SULLIVAN & WORCESTER LLP LETTERHEAD]


                                                    October 23, 2002



The Trustees of Prudential California Municipal Fund
c/o Prudential Investments LLC
Three Gateway Center
Newark, New Jersey  07102-4077

         Re:  Prudential California Municipal Fund
              ------------------------------------

Ladies and Gentlemen:

     Please refer to our opinion letter to you of December 23, 1999, concerning
certain matters of Massachusetts law relating to the organization and shares of
Prudential California Municipal Fund, a trust with transferable shares under
Massachusetts law (the "FUND"). At your request, we hereby confirm the opinions
stated in that letter, as of the date thereof, and consent to the Fund's filing
a copy of that letter as an exhibit to Post-Effective Amendment No. 31 to the
Fund's Registration Statement on Form N-1A, Registration No. 2-91215, pursuant
to the Securities Act of 1933, as amended (the "SECURITIES ACT"), and Amendment
No. 32 to its Registration Statement pursuant to the Investment Company Act of
1940, as amended, Registration No. 811-4024, relating to the several series and
classes of shares of beneficial interest, $.01 par value, of the Fund (the
"SHARES"). 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 December 23, 1999, relates to the Fund and its shares as they then existed,
and is based solely on the state of facts prevailing at that time. Other than
reviewing the Fund's Amended and Restated By-Laws dated May 24, 2000 and the
Fund's Amended and Restated Certificate of Designation dated October 1, 2002, we
have conducted no further investigation of those facts, as they may have changed
since December 23, 1999, and our opinions, as so confirmed, should not be
understood as relating to the status of the Fund and its shares at the present
time.

                                                   Very truly yours,

                                                   /s/ Sullivan & Worcester LLP
                                                   SULLIVAN & WORCESTER LLP