Dechert Price & Rhoads
                              1775 Eye Street, NW
                              Washington, DC 20006

                                  June 26, 2000

Pilgrim Prime Rate Trust
40 North Central Avenue, Suite 1200
Phoenix, Arizona 85004-4424

     Re:  Pilgrim Prime Rate Trust
          (File Nos. 333-61831 and 811-5410)

Dear Sirs:

     We hereby consent to the incorporation by reference to our opinion as an
exhibit to Post-Effective Amendment No. 3 to the above-referenced Registration
Statement of Pilgrim Prime Rate Trust, and to all references to our firm
therein. In giving such consent, however, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Securities Act
of 1933, as amended, and the rules and regulations thereunder.

                                        Very truly yours,


                                        /s/ Dechert Price & Rhoads