Exhibit 11

KIRKPATRICK & LOCKHART LLP                         1800 Massachusetts Avenue, NW
                                                   Second Floor
                                                   Washington, DC 20036-1221
                                                   202.778.9000
                                                   www.kl.com


May 6, 2002


MPAM Funds Trust
c/o The Dreyfus Corporation
200 Park Avenue
New York, New York 10166

Ladies and Gentlemen:

      You have  requested  our  opinion,  as  counsel to MPAM Mid Cap Stock Fund
("Acquiring  Fund"),  a series of MPAM  Funds  Trust  ("Trust"),  as to  certain
matters  regarding the issuance of Shares of the Acquiring Fund. As used in this
letter,  the term  "Shares"  means the MPAM  class,  Investor  class and Dreyfus
Premier class shares of beneficial interest of MPAM Mid Cap Stock Fund issued in
connection with the  reorganization  of Dreyfus Premier Small Company Stock Fund
("Target  Fund"),  a  series  of The  Dreyfus/Laurel  Funds,  Inc.,  a  Maryland
corporation,  into the Acquiring Fund, as provided for in the Agreement and Plan
of Reorganization between the Trust, acting on behalf of the Acquiring Fund, and
The  Dreyfus/Laurel  Funds,  Inc., acting on behalf of the Target Fund ("Plan").
The Plan  provides  for Target Fund to transfer  all of its assets to  Acquiring
Fund in  exchange  solely  for the  issuance  of  Shares  and  Acquiring  Fund's
assumption of stated  liabilities  of Target Fund. In connection  with the Plan,
the Trust is about to file a registration  statement on Form N-14 ("Registration
Statement") for the purpose of registering  under the Securities Act of 1933, as
amended ("1933 Act"), the Shares to be issued pursuant to the Plan.

      As such counsel,  we have examined certified or other copies,  believed by
us to be  genuine,  of the  Trust's  Declaration  of Trust and  by-laws and such
resolutions  and minutes of meetings of the Trust's Board of Trustees,  and such
other documents relating to the Trust's formation and operation and the issuance
of the Shares as we have deemed  relevant to our opinion,  as set forth  herein.
Our opinion is limited to the laws and facts in  existence  on the date  hereof,
and it is further  limited to the laws (other than the conflict of law rules) of
the Commonwealth of Massachusetts that in our experience are normally applicable
to the issuance of shares by investment  companies  organized as  unincorporated
voluntary associations in that State and to the 1933 Act, the Investment Company
Act of 1940, as amended ("1940 Act"),  and the regulations of the Securities and
Exchange Commission ("SEC") thereunder.

      Based on present  laws and facts,  we are of the opinion that the issuance
of the Shares has been duly  authorized  by the Trust and that,  when issued and
sold in  accordance  with the terms  contemplated  by the  Trust's  Registration
Statement,  including  receipt by the Trust of full  payment  for the Shares and
compliance  with the  1933  Act and the 1940  Act,  and  applicable  state  laws
regulating the  distribution  of  securities,  the Shares will have been validly
issued, fully paid and non-assessable.




Kirkpatrick & Lockhart LLP
MPAM Funds Trust
May 6, 2002
Page 2


      The  Trust is an  entity of the type  commonly  known as a  "Massachusetts
business trust." Under  Massachusetts  law,  shareholders  could,  under certain
circumstances,  be held personally  liable for the obligations of the Trust. The
Declaration of Trust states that all persons  extending  credit to,  contracting
with or having any claim  against the Trust or a particular  series of the Trust
shall  look only to the  assets of the  Trust or the  assets of the  appropriate
series of the Trust for  payment  under  such  credit,  contract  or claim;  and
neither the  shareholders  nor the Trustees,  nor any of their  agents,  whether
past, present or future,  shall be personally liable therefor.  It also requires
that every note, bond,  contract or other undertaking  issued by or on behalf of
the Trust or a particular  series of the Trust or the  Trustees  relating to the
Trust shall include a recitation limiting the obligation  represented thereby to
the Trust and its assets or the assets of the  appropriate  series of the Trust.
The  Declaration of Trust further  provides:  (1) for  indemnification  from the
assets of the Trust or the assets of the appropriate series of the Trust for all
loss and expense of any shareholder  held personally  liable for the obligations
of the Trust or any series  solely by virtue of ownership of shares of the Trust
or such series; and (2) upon request,  for the series of the Trust to assume the
defense of any claim  against the  shareholder  for any act or obligation of the
series of the Trust. Thus, the risk of a shareholder incurring financial loss on
account of shareholder  liability is limited to circumstances in which the Trust
or series would be unable to meet its obligations.

      We hereby consent to this opinion accompanying the Registration  Statement
when  it is  filed  with  the  SEC  and to the  reference  to  our  firm  in the
Registration Statement.



                                           Very truly yours,

                                           /s/ Kirkpatrick & Lockhart LLP

                                           KIRKPATRICK & LOCKHART LLP