Exhibit 99.(i)

                                                               6225 Smith Avenue
                                                  Baltimore, Maryland 21209-3600
                                              MAIN 410.580.3000 FAX 410.580.3001


                                 April 30, 2004


JENNISON SMALL COMPANY FUND, INC.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102


     Re:   Registration Statement on Form N-1A
           -----------------------------------

Ladies and Gentlemen:

     We have served as special Maryland counsel to Jennison Small Company Fund,
Inc. (the "Company"), in connection with the registration by the Company of up
to 1,250,000,000 shares (the "Shares") of its Common Stock, par value $.01 per
share (the "Common Stock"), divided into five classes designated as shares of
the Class A, Class B, Class C, Class R, and Class Z Common Stock respectively,
pursuant to a Registration Statement on Form N-1A, as amended (File No. 2-68723,
Post-Effective Amendment No. 38 under the Securities Act of 1933, as amended
(the "1933 Act"), and File No. 811-3084, Post-Effective Amendment No. 39 under
the Investment Company Act of 1940, as amended, collectively the "Registration
Statement"), to be filed with the Securities and Exchange Commission (the
"Commission"). This opinion is being rendered 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 State
     Department of Assessments and Taxation 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 proceedings of the Board of Directors of the Company relating
     to the authorization and issuance of the Shares in accordance with the
     Registration Statement.



          (e) A Certificate of an Officer of the Company (the "Certificate"),
     dated the date hereof, as to certain factual matters.

          (f) A short-form Good Standing Certificate, dated a recent date,
     issued by the MSDAT.

          (g) 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 that would modify the terms
of the proposed transactions or the respective rights or obligations of the
parties thereunder, and the accuracy and completeness of all public records
reviewed by us. As to any facts material to this opinion which we did not
independently establish or verify, we have relied solely on 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 to be issued by the Company pursuant to the
     Registration Statement have been duly authorized and, when issued as
     contemplated in the Registration Statement and in accordance with the
     resolutions authorizing their issuance, will be validly issued, fully paid,
     and nonassessable.

     In addition to the qualifications set forth above, this opinion is subject
to the following further assumptions, qualifications, and limitations:

          (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 will not cause the
     Company to issue shares of its Common Stock in excess of the number of
     shares of any class or series 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 as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the 1933 Act or the rules and regulations of the Commission promulgated
thereunder. This opinion is solely for your use in connection with the
Registration Statement 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