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EXHIBIT 99.11
6225 Smith Avenue
Baltimore, Maryland 21209-3600
Main 410.580.3000 fax 410.580.3001
June 4, 2004
MONEYMART ASSETS, INC.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102-4077
ACQUISITION OF SPECIAL MONEY MARKET FUND, INC.
Ladies and Gentlemen:
We have served as special Maryland counsel to MoneyMart Assets, Inc., a
Maryland corporation (the "Company"), in connection with the Company's
Registration Statement on Form N-14 (File No. 333-112406) (the "Registration
Statement"), initially filed on February 2, 2004, with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, relating to the transfer of substantially all of the assets (and
subject to the assumption of the stated liabilities) of the Special Money
Market Fund, Inc., a Maryland corporation ("Acquired Company") to the
Company, in exchange for the issuance of an undetermined number of Class A
shares, Class B shares, Class C shares, and Class Z shares (collectively, the
"Shares") of Common Stock, par value $.001 per share (the "Common Stock") of
the Company. The Shares (the actual number of which will be determined at
the time of issuance based upon relative share values) will be issued by the
Company pursuant to the terms of an Agreement and Plan of Reorganization, to
be dated on or about the date of closing, by and between the Company and
Acquired Company (the "Reorganization Agreement"). This opinion is being
provided at your request in connection with the filing of the Registration
Statement.
In rendering the opinion expressed herein, we have reviewed originals or
copies, certified or otherwise identified to our satisfaction, of the
following documents:
(a) The Charter of the Company, as amended, corrected, and supplemented
to the date hereof (the "Charter"), certified by the Department of
Assessments and Taxation of the State of Maryland (the "MSDAT").
(b) The By-Laws of the Company, as amended and restated and in effect on
the date hereof.
(c) The Registration Statement, as amended to date.
(d) The form of the Reorganization Agreement, annexed to the Registration
Statement.
PIPER RUDRICK LLP
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(e) The proceedings of the Board of Directors of the Company relating to
the organization of the Company, the authorization and issuance of the Shares,
the authorizations of the Reorganization Agreement, and the transactions
contemplated thereby (the "Resolutions").
(f) A Certificate of an Officer of the Company (the "Certificate"), dated
the date hereof, as to certain factual matters.
(g) A short-form Good Standing Certificate, dated a recent date, issued by
the MSDAT.
(h) 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 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 conformity of final documents in all material respects to the versions
thereof submitted to us in draft form, 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), the absence of other agreements or understandings among the parties,
written or oral, or actions or conduct of the parties or otherwise that would
modify, amend, supplement, or waive the terms of the Reorganization Agreement
or the respective rights or obligations of the parties thereunder, the
accuracy of the representations and warranties of the parties as set forth in
the Reorganization Agreement, and the accuracy and completeness of all public
records reviewed by us. In making our examination of documents executed by
parties other than the Company, we have assumed that such parties had the
power, corporate or other, to enter into and perform all obligations
thereunder, and we have also assumed the due authorization by all requisite
action, corporate or other, and the valid execution and delivery by such
parties of such documents and the validity, binding effect and enforceability
thereof with respect to such parties. As to any facts material to this
opinion which we did not independently establish or verify, we have relied
solely upon the Certificate.
Based upon the foregoing, subject to the additional assumptions,
qualifications, and limitations below, having regard for such legal
considerations as we deem relevant, and limited in all respects to applicable
Maryland law, we are of the opinion and advise you that:
(1) The Company is duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Maryland.
(2) The Shares have been duly authorized and, upon issuance in exchange for
substantially all of the assets (and subject to the assumption of the stated
liabilities) of Acquired Company in accordance with the terms of the
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Reorganization Agreement and the Resolutions, will be validly issued, fully
paid, and non-assessable.
In addition to the qualifications set forth above, the opinion set forth
herein is subject to additional assumptions, qualifications, and limitations
as follows:
(a) We have made no investigation of, and we express no opinion as to, the
laws of any jurisdiction other than the laws of the State of Maryland. To
the extent that any documents referred to herein are governed by the laws of
a jurisdiction other than Maryland, we have assumed that the laws of such
jurisdiction are the same as the laws of Maryland.
(b) This opinion concerns only the effect of the laws (exclusive of the
principles of conflict of laws) of the State of Maryland as currently in
effect. We assume no obligation to supplement this opinion if any applicable
laws change after the date hereof or if any facts or circumstances come to
our attention after the date hereof that might change this opinion.
(c) We express no opinion as to compliance with the securities (or "blue
sky") laws of the State of Maryland.
(d) We assume that the issuance of the Shares pursuant to the
Reorganization Agreement will not result in the Company issuing shares in
excess of the number of shares of such class authorized by the Charter at the
time of issuance of the Shares.
(e) This opinion is limited to the matters set forth herein, and no other
opinion should be inferred beyond the matters expressly stated.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement, and to being named in the Registration
Statement under the caption "Legal Matters." In giving our consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Commission thereunder. This opinion is solely
for your use in connection with the Registration Statement and the
Reorganization Agreement and may not be relied on by any other person or in
any other connection without our prior written approval.
Very truly yours,
/s/ PIPER RUDNICK LLP
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