Exhibit (11)(a)

                               Opinion and Consent











                                                                  August 6, 2004


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

         The undersigned serves as Counsel to Phoenix Life Insurance Company and
its insurance company affiliates (collectively "Phoenix Life"). Shares of The
Phoenix Edge Series Fund, a Massachusetts business trust (the "Trust") are
issued to one or more designated separate accounts of Phoenix Life. In my
capacity as Counsel, I have represented the Trust in connection with the
preparation and filing of the Trust's Registration Statement on Form N-14 (the
"Registration Statement") under the Securities Act of 1933. I am admitted to
practice law in the State of Connecticut and am generally familiar with
Massachusetts law applicable to this entity.

         This opinion is furnished in connection with the registration statement
filed on June 23, 2004 with the Securities and Exchange Commission with respect
to the shares of beneficial interest (the "Shares") of the Trust, representing
interests in the Phoenix-Oakhurst Growth and Income Series, a series of the
Trust, to be issued pursuant to a certain Agreement and Plan of Reorganization
(the "Reorganization Agreement") between the Trust and
Phoenix-Alliance/Bernstein Growth + Value Series, dated as of September 14,
2004, as described in the Registration Statement.

         In rendering my opinion, I have examined such documents, records and
matters of law as I deemed necessary for purposes of this opinion, I have
assumed the genuineness of all signatures of all parties, the authenticity of
all documents submitted as originals, the correctness of all copies, and the
correctness of all facts set forth in the certifications delivered to me and the
correctness of all written and oral statements made to me.

         Based upon and subject to the foregoing, it is my opinion that the
Shares that will be issued by the Trust, will, when sold, be legally issued,
fully paid, and nonassessable.

         My opinion is rendered solely in connection with the Registration
Statement on Form N-14 and it may not be relied upon for any other purposes
without my written consent. I hereby consent to the use of this opinion as an
exhibit to such Registration Statement.

                                       Very truly yours,

                                       /s/ Matthew A. Swediman
                                       Matthew A. Swendiman, Assistant Secretary
                                       The Phoenix Edge Series Fund