Exhibit (i)

                [Letterhead of Morris, Nichols, Arsht & Tunnell]



                               September 27, 2002



Strategic Partners Asset Allocation Funds
Gateway Center Three
100 Mulberry Street
Newark, New Jersey  07102-4077

                  Re:      Strategic Partners Asset Allocation Funds

Ladies and Gentlemen:

                  We have acted as special Delaware counsel to Strategic
Partners Asset Allocation Funds, a Delaware statutory trust (the "Trust"), in
connection with certain matters relating to the formation of the Trust and the
proposed issuance of Shares of the Trust pursuant to and as described in
Post-Effective Amendment No. 9 to Registration Statement No. 333-60561 under the
Securities Act of 1933 (including the Prospectus and Statement of Additional
Information forming a part thereof) on Form N-1A of the Trust to be filed with
the Securities and Exchange Commission on or about the date hereof (the
"Registration Statement"). Capitalized terms used herein and not otherwise
herein defined are used as defined in the Agreement and Declaration of Trust of
the Trust dated July 29, 1998 (the "Governing Instrument").

                  In rendering this opinion, we have examined and relied on
copies of the following documents, each in the form provided to us: the
Certificate of Trust of the Trust as filed in the Office of the Secretary of
State of the State of Delaware (the "State Office") on July 29, 1998 (the
"Certificate"); Amendment No. 1 to the Certificate of Trust of the Trust as
filed in the State Office on September 3, 1998 reflecting the change in the name
of the Trust from Prudential Diversified Series to Prudential Diversified Funds;
Amendment No. 2 to the Certificate of Trust of the Trust as filed in the State
Office on April 10, 2000 relating to the limitation on liabilities of Series of
the Trust; the Certificate of Amendment to the Certificate of Trust of the Trust
as filed in the State Office on September 4, 2001 reflecting the change in the
name of the Trust from Prudential Diversified Funds to Strategic Partners Asset
Allocation Funds (the "Certificate of Amendment"); the Certificate of Correction
of the Certificate of Amendment as filed in the State Office on May 14, 2002;
the Governing Instrument; the By-laws of the Trust; the Notification of
Registration Filed


Strategic Partners Asset Allocation Funds
September 27, 2002
Page 2



Pursuant to Section 8(a) of the Investment Company Act of 1940 on Form N-8A of
the Trust filed with the Securities and Exchange Commission on August 4, 1998;
the Registration Statement; a Unanimous Written Consent of the Board of Trustees
of the Trust dated July 29, 1998 (the "Consent" and, together with the Governing
Instrument, the By-laws of the Trust and the Registration Statement, the
"Operative Documents"); and a certification of good standing of the Trust
obtained as of a recent date from the State Office. In such examinations, we
have assumed the genuineness of all signatures, the conformity to original
documents of all documents submitted to us as copies or drafts of documents to
be executed, and the legal capacity of natural persons to complete the execution
of documents. We have further assumed for the purpose of this opinion: (i) the
due adoption, authorization, execution and delivery by, or on behalf of, each of
the parties thereto of the above-referenced resolutions, instruments,
certificates and other documents, and of all documents contemplated by the
Operative Documents to be executed by investors acquiring Shares; (ii) the
payment of consideration for Shares, and the application of such consideration,
as provided in the Operative Documents, and compliance with the other terms,
conditions and restrictions set forth in the Operative Documents in connection
with the issuance of Shares (including, without limitation, the taking of all
appropriate action by the Trustees to designate Series of Shares and the rights
and preferences attributable thereto as contemplated by the Governing
Instrument); (iii) that appropriate notation of the names and addresses of, the
number of Shares held by, and the consideration paid by, Shareholders will be
maintained in the appropriate registers and other books and records of the Trust
in connection with the issuance, redemption or transfer of Shares; (iv) that no
event has occurred subsequent to the filing of the Certificate that would cause
a termination or reorganization of the Trust under Section 2 or Section 3 of
Article VIII of the Governing Instrument; (v) that the activities of the Trust
have been and will be conducted in accordance with the terms of the Governing
Instrument and the Delaware Statutory Trust Act, 12 Del. C. Sections 3801
et seq. (the "Delaware Act"); and (vi) that each of the documents examined by us
is in full force and effect and has not been amended, supplemented or otherwise
modified, except as herein referenced. We have not reviewed any documents other
than those identified above in connection with this opinion, and we have assumed
that there are no other documents that are contrary to or inconsistent with the
opinions expressed herein. No opinion is expressed herein with respect to the
requirements of, or compliance with, federal or state securities or blue sky
laws. Further, we have not participated in the preparation of the Registration
Statement or any other offering documentation relating to the Trust or the
Shares and we assume no responsibility for their contents. As to any facts
material to our opinion, other than those assumed, we have relied without
independent investigation on the above-referenced documents and on the accuracy,
as of the date hereof, of the matters therein contained.

                  Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that:

                  1. The Trust is a duly formed and validly existing statutory
trust in good standing under the laws of the State of Delaware.

                  2. When the Shares are issued to Shareholders in accordance
with the terms,

Strategic Partners Asset Allocation Funds
September 27, 2002
Page 3


conditions, requirements and procedures and for the consideration set forth in
the Operative Documents, the Shares will constitute legally issued, fully paid
and non-assessable Shares of beneficial interest in the Trust.

                  3. Under the Delaware Act and the terms of the Governing
Instrument, each Shareholder of the Trust, in such capacity, will be entitled to
the same limitation of personal liability as that extended to stockholders of
private corporations for profit organized under the general corporation law of
the State of Delaware; provided, however, that we express no opinion with
respect to the liability of any Shareholder who is, was or may become a named
Trustee of the Trust. Neither the existence nor exercise of the voting rights
granted to Shareholders under the Governing Instrument will, of itself, cause a
Shareholder to be deemed a trustee of the Trust under the Delaware Act.
Notwithstanding the foregoing or the opinion expressed in paragraph 2 above, we
note that, pursuant to Section 5 of Article IV of the Governing Instrument, the
Trustees have the power to cause Shareholders, or Shareholders of a particular
Series, to pay certain custodian, transfer, servicing or similar agent charges
by setting off the same against declared but unpaid dividends or by reducing
Share ownership (or by both means).

                  We hereby consent to the filing of a copy of this opinion with
the Securities and Exchange Commission with the Registration Statement. In
giving this consent, we do not thereby admit that we come within 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 Securities and Exchange
Commission thereunder. This opinion speaks only as of the date hereof and is
based on our understandings and assumptions as to present facts and our review
of the above-referenced documents and the application of Delaware law as the
same exist on the date hereof, and we undertake no obligation to update or
supplement this opinion after the date hereof for the benefit of any person or
entity with respect to any facts or circumstances that may hereafter come to our
attention or any changes in facts or law that may hereafter occur or take
effect. Except as provided in this paragraph, the opinion set forth above is
expressed solely for the benefit of the addressee hereof in connection with the
matters contemplated hereby and may not be relied upon for any other purpose or
by any other person or entity without our prior written consent.

                                        Sincerely,

                                        /s/ Morris Nichols Arsht & Tunnell
                                        MORRIS, NICHOLS, ARSHT & TUNNELL