[LETTERHEAD]
                                                              September 18, 1998

Prudential Government Income Fund, Inc.
Gateway Center Three
Newark, New Jersey 07102

Prudential Mortgage Income Fund, Inc.
Gateway Center Three
Newark, New Jersey 07102

Dear Sirs:

     We are acting as counsel to Prudential Government Income Fund, Inc., a
Maryland corporation ("Government Income Fund") and Prudential Mortgage Income
Fund, Inc., a Maryland corporation ("Mortgage Income Fund"), in connection with
the proposed transfer of the assets of Mortgage Income Fund to Government Income
Fund and the assumption by Government Income Fund of Mortgage Income Fund's
liabilities, if any, in exchange for shares of the Government Income Fund (the
"Shares") pursuant to an Agreement and Plan of Reorganization (the "Agreement").
The transactions contemplated by the Agreement are collectively referred to
herein as the "Reorganization."

     We have participated in the preparation of the Government Income Fund's
Registration Statement on Form N-14 (the "Registration Statement") relating,
among other things, to the Shares of Government Income Fund to be offered in
exchange for the assets and the assumption of the liabilities of Mortgage Income
Fund, and containing the Prospectus and Proxy Statement relating to the
Reorganization (collectively, the "Prospectus"), filed with the Securities and
Exchange Commission (the "Commission") pursuant to the provisions of the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations of the Commission thereunder. In addition, in connection with
rendering the opinions expressed herein, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such other documents,
records and instruments as we have deemed necessary or appropriate for the
purpose of rendering this opinion, including the form of the Agreement included
as Appendix B to the Prospectus.

     In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authority of each signatory, the due
execution and delivery of all documents by all parties, the authenticity of all
agreements, documents, certificates and instruments submitted to 



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September 18, 1998
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us as originals, the conformity of the Agreement as executed and delivered by
the parties with the form of the Agreement contained in the Prospectus, and the
conformity with originals of all agreements, documents, certificates and
instruments submitted to us as copies.

     In rendering the opinions expressed herein, we have assumed that the
transactions contemplated by the Agreement will be consummated in accordance
therewith and as described in the Prospectus. As to other questions of fact
material to this opinion, we have assumed, with your approval and without
independent investigation or verification, that the following facts will be
accurate and complete as of the consummation of the Reorganization (the "Closing
Date").

     1.   The fair market value of the Shares to be received by each Mortgage
Income Fund shareholder will be equal to the fair market value of the shares of
Mortgage Income Fund surrendered in exchange therefor upon the liquidation of
Mortgage Income Fund.

     2.   There will be no plan or intention by any shareholder of Mortgage 
Income Fund who owns 5 percent or more of Mortgage Income Fund shares, and to 
the best of the knowledge of management of Mortgage Income Fund, there will 
be no plan or intention on the part of the remaining shareholders of Mortgage 
Income Fund, to sell, exchange, or otherwise dispose of a number of Shares 
received in the Reorganization that would reduce Mortgage Income Fund 
shareholders' ownership of Shares of Government Income Fund to a number of 
Shares having a value, as of the Closing Date, of less than 50 percent of the 
value of all formerly outstanding shares of Mortgage Income Fund as of the 
same date. For purposes hereof, shares of Mortgage Income Fund exchanged for 
cash or other property, surrendered by dissenters, or exchanged for cash in 
lieu of fractional Shares of Government Income Fund will be treated as 
outstanding shares of Mortgage Income Fund at the Closing Date of the 
Reorganization.  Moreover, shares of Mortgage Income Fund and Shares of 
Government Income Fund held by Mortgage Income Fund shareholders and 
otherwise sold, redeemed, or disposed or prior or subsequent to the 
Reorganization and as part of the Reorganization will be considered in making 
this assumption.

     3.   Pursuant to the Agreement, Mortgage Income Fund will distribute in
complete liquidation of Mortgage Income Fund, the Shares of Government Income
Fund received by Mortgage Income Fund in the Reorganization.

     4.   The liabilities of Mortgage Income Fund assumed by Government Income
Fund pursuant to the Reorganization, plus the liabilities, if any, to which
assets transferred pursuant to the Reorganization will be subject, constitute
less than 20% of the total consideration for the Reorganization, all such
liabilities will have been incurred by Mortgage Income Fund in the ordinary
course of its business, and Government Income Fund will pay no other
consideration, except for the Shares, in connection with the Reorganization.



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September 18, 1998
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     5.   All expenses incurred by Mortgage Income Fund with respect to the
Reorganization will be borne by Mortgage Income Fund.  Each shareholder of
Mortgage Income Fund will pay its respective share of the expenses, if any,
incurred in connection with the Reorganization.  Government Income Fund will pay
the expenses, if any, incurred by it in connection with the Reorganization.

     6.   No intercorporate indebtedness will exist between Government Income
Fund and Mortgage Income Fund that was issued, acquired, or will be settled at a
discount.

     7.   Mortgage Income Fund will not own, directly or indirectly, nor will it
have owned during the five years preceding the Closing Date, directly or
indirectly, any stock of Government Income Fund.

     8.   The assets of Mortgage Income Fund transferred to Government Income
Fund will include all assets owned by Mortgage Income Fund at fair market value
on the Closing Date subject to all known liabilities of Mortgage Income Fund at
such time.

     9.   In accordance with the terms of the Agreement, Mortgage Income Fund
will transfer all of its business and will transfer assets to Government Income
Fund representing at least 90% of the fair market value of the net assets, and
at least 70% of the fair market value of the gross assets, held by Mortgage
Income Fund immediately prior to the Reorganization.  For purposes of this
assumption, amounts paid by Mortgage Income Fund to shareholders who receive
cash or other property, amounts paid to dissenters, amounts used by Mortgage
Income Fund to pay its reorganization expenses and all redemptions and
distributions (other than regular, normal redemptions and dividends) made by
Mortgage Income Fund immediately preceding the Reorganization will be included
as assets of Mortgage Income Fund held immediately prior to the Reorganization.

     10.  The fair market value of the assets of Mortgage Income Fund
transferred to Government Income Fund will equal or exceed the sum of
liabilities assumed by Government Income Fund, plus the amount of liabilities,
if any, to which the transferred assets will be subject.

     11.  Mortgage Income Fund will not be under the jurisdiction of a court in
a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
Internal Revenue Code of 1986, as amended (the "Code").

     12.  No cash will be paid to the shareholders of Mortgage Income Fund in
lieu of fractional Shares.




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September 18, 1998
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     13.  For federal income tax purposes, Mortgage Income Fund will qualify as
a regulated investment company (as defined in Code Section 851) and will have so
qualified since its formation.  The provisions of Code Sections 851 through 855
apply to Mortgage Income Fund and will continue to apply through the Closing
Date.

     14.  As of the Closing Date, Mortgage Income Fund will have declared to its
shareholders of record a dividend or dividends payable prior to closing, which
together with all previous such dividends will have the effect of distributing
all of Mortgage Income Fund's investment company taxable income plus the excess
of its interest income, if any, excludable from gross income under Code Section
103(a) (including by virtue of prior Section 853(b)(5)(C) of the Code) over its
deductions disallowed under Sections 265 and 171(a)(2) for the taxable year of
Mortgage Income Fund ending on the Closing Date and all its net capital gain
realized in such taxable year.

     15.  Except to the extent necessary to comply with its legal obligation to
redeem its own shares, Government Income Fund will have no plan or intention to
reacquire any of the Shares issued in the Reorganization.

     16.  Aside from an initial realignment of the portfolio of Mortgage Income
Fund in which Government Income Fund will dispose of not more than 66 2/3% of
Mortgage Income Fund's assets acquired in the Reorganization, Government Income
Fund will have no plan or intention to sell or otherwise dispose of any of the
assets of the Mortgage Income Fund acquired in the Reorganization, other than
dispositions made in the ordinary course of business.

     17.  Following the Reorganization, Government Income Fund will continue the
historic business of Mortgage Income Fund or use a significant portion of
Mortgage Income Fund's historic business assets in its business.

     18.  Government Income Fund will not own, directly or indirectly, nor will
it have owned during the five years preceding the Closing Date, directly or
indirectly, any shares of beneficial interest of Mortgage Income Fund.

     19.  Government Income Fund will not be under the jurisdiction of a court
in a Title 11 or similar case within the meaning of Code Section 368(a)(3)(A).

     20.  For federal income tax purposes, Government Income Fund will qualify
as a regulated investment company (as defined in Code Section 851) and will have
so qualified since its formation.  The provisions of Code Sections 851 through
855 apply to Government Income Fund prior to the Reorganization and will
continue to apply after the Closing Date.



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Prudential Mortgage Income Fund, Inc.
September 18, 1998
Page 5


     21.  No compensation received by any shareholder-employee of Mortgage 
Income Fund will be separate consideration for the Reorganization; none of 
the Shares of Government Income Fund received by any shareholder-employee 
will be separate consideration for, or allocable to, any employment 
agreement; and any compensation paid to any shareholder-employee will be for 
services actually rendered and will be commensurate with amounts paid to 
other parties bargaining at arm's length for similar services.

     We note that we are members of the Bar of the State of New York and that 
our opinion is expressly limited to the federal laws of the United States.

     Based on the foregoing and subject to the assumptions and limitations 
set forth above and such examination of law as we have deemed necessary, we 
are of the opinion that:

     1.   The Reorganization will constitute a reorganization within the 
          meaning of Section 368(a)(1)(C) of the Code;

     2.   Mortgage Income Fund and Government Income Fund will each be a 
          "party to a reorganization" within the meaning of Section 368(b) of
          the Code;

     3.   Pursuant to Sections 361(a) and 357(a) of the Code, no gain or loss 
          will be recognized by Mortgage Income Fund upon the transfer of its
          assets to Government Income Fund in exchange solely for Shares of 
          Government Income Fund as a result of the Reorganization and the 
          assumption by Government Income Fund of Mortgage Income Fund's 
          liabilities, if any, or upon the distribution (whether actual or 
          constructive) of the Shares of Government Income Fund in complete 
          liquidation of Mortgage Income Fund;

     4.   Pursuant to Section 1032(a) of the Code, no gain or loss will be 
          recognized by Government Income Fund upon its acquisition of 
          Mortgage Income Fund's assets solely in exchange for Shares of 
          Government Income Fund and the assumption by Government Income Fund
          of the liabilities of Mortgage Income Fund;

     5.   Pursuant to Section 362(b) of the Code, the basis of the assets of 
          Mortgage Income Fund acquired by Government Income Fund will be the 
          same as the basis of such assets when held by Mortgage Income Fund 
          immediately prior to the Reorganization;

     6.   Pursuant to Section 1223(2) of the Code, the holding period of the 
          assets of Mortgage Income Fund acquired by Government Income Fund 
          will include the


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          period during which such assets were held by Mortgage Income Fund;

     7.   Pursuant to Section 354(a)(1) of the Code, no gain or loss will be 
          recognized by a shareholder of Mortgage Income Fund upon the 
          exchange of his or her shares solely for Shares of Government 
          Income Fund, including fractional Shares, in liquidation of 
          Mortgage Income Fund;

     8.   Pursuant to Section 358(a)(1) of the Code, the basis of the Shares 
          of Government Income Fund received by former Mortgage Income Fund 
          shareholders will be the same as the basis of Mortgage Income Fund 
          shares surrendered in exchange therefor; and

     9.   Pursuant to Section 1223(1) of the Code, the holding period for 
          Shares of Government Income Fund received by each shareholder of 
          Mortgage Income Fund in exchange for his or her shares of Mortgage 
          Income Fund will include the period during which such shareholder 
          held shares of Mortgage Income Fund (provided Mortgage Income Fund 
          shares were held as capital assets on the date of the exchange).

     The opinions expressed herein are based upon currently applicable 
statutes and regulations and existing judicial and administrative 
interpretations.  We can provide no assurance that such statutes or 
regulations, or existing judicial or administrative interpretations thereof, 
will not be amended, revoked or modified (possibly prior to the Closing Date) 
in a manner which would affect any of our conclusions.  Finally, we note that 
this opinion is solely for the benefit of the addressees hereof in connection 
with the transaction described herein and, except as otherwise provided 
herein, should not be referred to, used, relied upon or quoted (with or 
without specific reference to our firm) in any documents, reports, financial 
statements or otherwise, without our prior written consent.

     We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement and to the use of our name and to any reference to our 
firm in the Registration Statement or in the Prospectus constituting part 
thereof.

                                       Very truly yours,
                                       /s/ Swidler Berlin Shereff Friedman, LLP
                                       Swidler Berlin Shereff Friedman, LLP


Prudential Government Income Fund, Inc.
Prudential Mortgage Income Fund, Inc.
September 18, 1998
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