Piper Marbury Rudnick & Wolfe LLP
6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.piperrudnick.com
PHONE (410)580-3000
FAX (410)580-3001
March 12, 2001
Prudential Global Total Return Fund, Inc.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
Re: REGISTRATION STATEMENT ON FORM N-14
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Ladies and Gentlemen:
We have acted as special Maryland counsel to Prudential Global Total Return
Fund, Inc., a Maryland corporation (the "Acquiring Fund"), in connection with
its proposed acquisition of the assets of the Prudential International Bond
Fund, Inc., a Maryland corporation (the "Acquired Fund"), in exchange for Class
A, Class B, Class C, and Class Z shares of the Acquiring Fund (collectively, the
"Acquiring Fund Shares"), par value $0.01 per share, pursuant to an Agreement
and Plan of Reorganization and Liquidation by and between the Acquiring Fund and
the Acquired Fund (the "Agreement").
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 Acquiring Fund certified by the Maryland
State Department of Assessments and Taxation (the "MSDAT").
(b) The By-Laws of the Acquiring Fund.
(c) The Prospectus/Proxy Statement contained in the Acquiring Fund's
Registration Statement on Form N-14 filed with the Securities
and Exchange Commission on February 2, 2001, as amended by
Pre-Effective Amendment No. 1 to be filed on or about March 12,
2001 (as so amended, the "Registration Statement").
(d) The Agreement.
Prudential Global Total Return Fund, Inc.
March 12, 2001
Page 2
(e) Resolutions of the Board of Directors of the Acquiring Fund
relating to the authorization of (i) the issuance of the
Acquiring Fund Shares, (ii) the Registration Statement and the
transactions contemplated thereby, and (iii) the Agreement and
the transactions contemplated thereby.
(f) A short-form Good Standing Certificate for the Acquiring Fund,
dated a recent date, issued by the MSDAT.
(g) A Certificate of Secretary of the Acquiring Fund, dated as of
the date hereof, as to certain factual matters (the
"Certificate").
(h) Such other documents as we have considered necessary to the
rendering of the opinions 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, having regard for such legal considerations as we
deem relevant, we are of the opinion and advise you that:
1. The Acquiring Fund is a corporation validly existing and in good
standing under the laws of the State of Maryland.
2. The Acquiring Fund Shares to be issued as contemplated in the Agreement
have been, to the extent of the number of shares of the class authorized in the
Charter of the Acquiring Fund and then unissued, duly authorized, and, subject
to the receipt by the Acquiring Fund of consideration equal to the net asset
value thereof and subject to the filing with the MSDAT of articles of transfer
by the Acquired Fund with respect to the assets being acquired by the Acquiring
Fund, when issued pursuant to the Agreement and in the manner referred to in the
Registration Statement, will constitute validly issued, fully paid and
nonassessable shares.
This opinion is limited to the laws of the State of Maryland, exclusive of
the securities or "blue sky" laws of the State of Maryland. This opinion is
rendered as of the date hereof. We assume no obligation to update such opinion
to reflect any facts or
Prudential Global Total Return Fund, Inc.
March 12, 2001
Page 3
circumstances which may hereafter come to our attention or changes in the law
which may hereafter occur. This opinion is limited to the matters set forth
herein, and no other opinion should be inferred beyond the matters expressly
stated. To the extent that any documents referred to herein are governed by the
law of a jurisdiction other than Maryland, we have assumed that the laws of
such jurisdiction are the same as the laws of the State of Maryland.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP