EXHIBIT 5.0



Piper Marbury Rudnick & Wolfe LLP
36 South Charles Street
Baltimore, Maryland 21201-3018
www.piperrudnick.com

PHONE    (410) 539-2530
FAX      (410) 539-0489

                                November 15, 1999





T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202

                       Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as counsel to T. Rowe Price Associates,  Inc., a Maryland
corporation (the "Company"),  in connection with the preparation and filing with
the Securities and Exchange  Commission of a registration  statement on Form S-8
(the "Registration Statement") registering 400,000 shares of common stock of the
Company, par value $0.20 per share (the "Plan Shares"), issuable pursuant to the
exercise of stock options granted under the T. Rowe Price Associates,  Inc. 1998
Director Stock Option Plan (the "Plan").

         In that capacity, we have examined copies of the charter and by-laws of
the Company,  the Plan,  the  proceedings  of the  Company's  Board of Directors
relating  to the  reservation  and  issuance  of the Plan  Shares  to be  issued
pursuant  to  exercise of the  options  granted  under the Plan,  and such other
statutes,  certificates,  instruments and documents  relating to the Company and
matters of law as we have deemed  necessary to the issuance of this opinion.  In
our  examination,  we have assumed the  genuineness  of all  signatures  and the
conformity to original  documents of all copies  submitted to us. We assume that
the  Company  will have at the time of issuance of any Plan Shares at least that
number of authorized but unissued shares of common stock of the Company equal to
the number of shares to be issued  pursuant to  exercise of the options  granted
under the Plan.

         Based upon the  foregoing,  we are of the opinion  that the issuance of
the Plan Shares  pursuant to exercise of the options  granted under the Plan has
been duly authorized and, when issued, delivered and paid for in accordance with
the terms and  conditions of the Plan and the options  granted  thereunder,  the
Plan Shares will be validly issued, fully paid and non-assessable.

         The opinions  set forth  herein are limited to matters  governed by the
laws of the State of  Maryland  and the  Federal  Laws of the  United  States of
America, and we express no opinion as to any other laws.

         We hereby  consent to the filing of this  opinion as Exhibit 5.0 to the
Registration Statement.

                                Very truly yours,

                                /s/ Piper Marbury Rudnick & Wolfe LLP