PIPER & MARBURY
                                     L.L.P.

                              CHARLES CENTER SOUTH
                             36 SOUTH CHARLES STREET
                         BALTIMORE, MARYLAND 21201-3018
                                  410-539-2530
                                FAX: 410-539-0489



                                January 24, 1997


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  8,000,000  shares of the
Common  Stock  of the  Company  (the  "Shares")  to be  issued  pursuant  to the
Company's 1996 Stock Incentive Plan (the "Incentive 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 Incentive
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 L.L.P.