EXHIBIT (i)



                        [Shearman & Sterling Letterhead]



                                 March 1, 2002




Prudential High Yield Fund, Inc.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey  07102-4077

Ladies and Gentlemen:

               Prudential High Yield Fund, Inc. (the "Fund") is authorized to
issue and sell 3 billion shares of common stock (the "Shares"), par value $.01
per share, in the manner and on the terms set forth in the Fund's current
Registration Statement on Form N-1A being filed with the Securities and Exchange
Commission (File Nos. 2-63394 and 811-2896) (the "Registration Statement")
together with this opinion as an exhibit thereto.

               We have, as counsel, participated in certain proceedings relating
to the Fund and to the Shares. We have examined copies, either certified or
otherwise proved to our satisfaction to be genuine, of the Fund's Articles of
Incorporation, as restated, amended and supplemented to date (the "Articles"),
and its By-Laws, as amended and restated and as currently in effect, and other
documents relating to its organization and operation as we have deemed necessary
and appropriate as a basis for this opinion. We have assumed the authenticity of
all instruments and documents, and the conformity to original documents of all
instruments and documents submitted to us as certified, conformed or photostatic
copies. We have also reviewed, and insofar as it relates to matters of fact
which form the basis of our opinions expressed herein relied upon, without
independent investigation or verification, a certificate of the Secretary of the
Fund, dated the date hereof, as to certain factual matters. In addition, we have
received a certificate dated February 25, 2002 of the Maryland State Department
of Assessments and Taxation (the "Certificate") that the Fund is in good
standing under the laws of the State of Maryland. We have also reviewed the
Registration Statement to be filed as of the date of this opinion.







Prudential High Yield Fund, Inc.
March 1, 2002
Page 2





               Our opinion in paragraph 1 with regard to the valid existence of
the Fund in the State of Maryland, its state of incorporation, is based solely
upon the Certificate.

               Based upon the foregoing and in reliance thereon and subject to
the assumptions, limitations and qualifications set forth herein, it is our
opinion that:

              1.     The Fund has been duly incorporated and is validly existing
                     under the laws of the State of Maryland.

              2.     The Fund is authorized to issue up to 3 billion Shares.
                     Under Maryland law, Shares that are issued and subsequently
                     redeemed by the Fund will be, by virtue of such redemption,
                     restored to the status of authorized and unissued Shares.

              3.     Subject to the continuing effectiveness of the Registration
                     Statement and compliance with the applicable state
                     securities laws (as to either of which we express no
                     opinion), and assuming the continued valid existence of the
                     Fund under the laws of the State of Maryland, upon the
                     issuance of the Shares for a consideration not less than
                     the par value thereof as required by the laws of the State
                     of Maryland, and for the net asset value thereof as
                     required by the Investment Company Act of 1940, as amended,
                     and in accordance with the terms of the Registration
                     Statement, such Shares will be legally issued and
                     outstanding and fully paid and non-assessable.

               We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as a part of the Registration Statement and
with any state securities commission where such filing is required. We also
consent to the reference to our firm as counsel in the prospectus and statement
of additional information filed as a part thereof. In giving this consent we do
not admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.

               We are members of the Bar of the State of New York. The opinions
expressed herein are based solely on our review of the Maryland General
Corporation Law, and, where applicable, published cases, rules or regulations
relating thereto.


                                                 Very truly yours,

                                                 /s/ SHEARMAN & STERLING
                                                 --------------------------
                                                 Shearman & Sterling