PIPER & MARBURY
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
Baltimore, Maryland 21201-3010
410-539-2530
FAX: 410-539-0489 WASHINGTON
NEW YORK
PHILADELPHIA
LONDON
EASTON, MD
April 21, 1995
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel for T. Rowe Price Associates,
Inc., a Maryland corporation (the "Company"), in connection
with a Registration Statement on Form S-8 which was filed by
the Company under the Securities Act of 1933, as amended, (the
"Registration Statement"), and which registers 70,000 shares
of the Common Stock of the Company (the "Shares") to be issued
pursuant to the Company's 1995 Director Stock Option Plan (the
"Director Plan"). In that capacity, we have reviewed the
charter and by-laws of the Company, the Registration
Statement, the corporate action taken by the Company that
provides for the issuance or delivery of the Shares to be
issued or delivered under the Director Plan and such other
materials and matters as we have deemed necessary for the
issuance of this opinion.
Based upon the foregoing, we are of the opinion that the
Shares have been duly and validly authorized and upon issuance
and delivery thereof as contemplated in the Registration
Statement, will be, under the general corporation law of the
State of Maryland, legally issued, fully paid, and non-
assessable.
We consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to
our firm and to our opinion in the Registration Statement and
the prospectus which is a part thereof.
Very truly yours,
/s/ Piper & Marbury