May 18, 2009
T. Rowe Price Tax-Efficient Funds, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
100 East Pratt Street
Baltimore, Maryland 21202
Ladies and Gentlemen:
I am counsel to T. Rowe Price Associates, Inc. As such, I am familiar with the proposed transaction between the T. Rowe Price Tax-Efficient Multi-Cap Growth Fund (the "Acquirin g Fund"), a separate series of T. Rowe Price Tax-Efficient Funds, Inc., a Maryland Corporation, and the Tax-Efficient Growth Fund (the "Acquired Fund"), also a separate series of T. Rowe Price Tax-Efficient Funds, Inc. This opinion is furnished in connection with the Acquiring Fund`s Registration Statement on Form N-14 under the Securities Act of 1933, as amended (File No.: 333-26441) (the "Registration Statement"), relating to shares of Common Stock, par value $0.0001 per share, of the Acquiring Fund (the "Corresponding Shares"), to be issued in connection with the reorganization.
I am of the opinion that, subsequent to the approval of the reorganization in the manner set forth in the definitive proxy statement and prospectus constituting a part of the Registration Statement (the "Combined Proxy Statement and Prospectus"), the Corresponding Shares, upon issuance in the manner referred to in the Registration Statement, for consideration, will be legally iss ued, fully paid and non-assessable shares of the Acquiring Fund.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Combined Proxy Statement and Prospectus constituting a part thereof.
Very truly yours,
/s/David Oestreicher
David Oestreicher
David Oestreicher