SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-9998
September 23, 1998
Prudential Government Income Fund, Inc.
Gateway Center Three
Newark, New Jersey 07102
Ladies and Gentlemen:
We have acted as counsel for Prudential Government Income Fund, Inc. (the
"Fund") in connection with the proposed acquisition by the Fund of all of the
assets of Mortgage Income Fund, Inc. ("Mortgage Fund"), in exchange for Class A,
Class B, Class C and Class Z shares of the Fund and the Fund's assumption of
all of the liabilities, if any, of Mortgage Fund (the "Reorganization"). This
opinion is furnished in connection with the Fund's Registration Statement on
Form N-14 under the Securities Act of 1933, as amended (the "Registration
Statement"), relating to Class A, Class B, Class C and Class Z shares of common
stock, par value $0.01 per share, of the Fund (the "Shares"), to be issued in
the Reorganization.
As counsel for the Fund, we are familiar with the proceedings taken by it
and to be taken by it in connection with the authorization, issuance and sale of
the Shares. In addition, we have examined and are familiar with the Articles of
Incorporation of the Fund, as amended and supplemented, the By-Laws of the Fund,
as amended, a certificate issued by the State Department of Assessments and
Taxation of the State of Maryland, certifying the existence and good standing of
the Fund, an opinion of Piper & Marbury, L.L.P., dated the date hereof, and
attached as Annex A hereto and such other documents as we have deemed relevant
to the matters referred to in this opinion.
Based upon the foregoing, we are of the opinion that subsequent to the
approval of the Agreement and Plan of Reorganization between the Fund and
Mortgage Fund set forth in the proxy statement and prospectus constituting a
part of the Registration Statement (the "Proxy Statement and Prospectus"), the
Shares, upon issuance in the manner referred to in the Registration Statement,
for consideration not less than the par value thereof, will be legally issued,
fully paid and non-assessable shares of common stock of the Fund.
We are members of the Bar of the State of New York and are not members
of the Bar of, or authorized to practice law in, any other jurisdiction.
Insofar as any opinion expressed herein involves the laws of the State of
Maryland, we have relied on the opinion of Piper &
Prudential Government Income Fund, Inc.
Page 2
Marbury, L.L.P. referenced above and our opinion is subject to the same
qualifications and limitations with respect to such matters as are contained in
such opinion of Piper & Marbury, L.L.P.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Proxy Statement and
Prospectus constituting a part thereof.
Very truly yours,
/s/ Swidler Berlin Shereff Friedman, LLP
Swidler Berlin Shereff Friedman, LLP
SBSF:MKN:JLS:RDB:GNB:MGM
PIPER & MARBURY LETTERHEAD
September 23, 1998
Prudential Government Income Fund, Inc.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102-4077
Re: Registration Statement on Form N-14
Ladies and Gentlemen:
We have acted as special Maryland counsel to Prudential Government Income
Fund, Inc. (the "Fund") in connection with the registration by the Fund of
certain shares of its Common Stock (the "Shares"), pursuant to a registration
statement on Form N-14, as amended (the "Registration Statement") under the
Securities Act of 1933, as amended.
In this capacity, we have examined the Fund's charter and by-laws, the
proceedings of the Board of Directors of the Fund authorizing the issuance of
the Shares in accordance with the Registration Statement, and such other
statutes, certificates, instruments and documents relating to the Fund and
matters of law as we have deemed necessary to the issuance of this opinion.
In such examination, we have assumed the genuineness of all signatures, 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, and the conformity with originals of all
documents submitted to us as copies.
Based upon the foregoing, and limited in all respects to applicable
Maryland law, we are of the opinion and advise you that:
1. The Fund has been duly incorporated and is validly existing as a
corporation under the laws of the State of Maryland.
Prudential Government Income Fund, Inc.
September 23, 1998
Page 2
2. The Shares to be issued by the Fund pursuant to the Registration
Statement have been duly authorized and, when issued as contemplated in
the Registration Statement in an amount not to exceed the number of Shares
authorized by the charter but unissued, will be legally issued, fully
paid and nonassessable.
Swidler Berlin Shereff Friendman, LLP are authorized to rely upon this
opinion in rendering any opinion to the Fund which is to be filed as an
exhibit to the Registration Statement. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
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