Exhibit 2(n)(i)

                                     DECHERT
                              1775 Eye Street, N.W.
                              Washington, DC 20006

                                 April 30, 2001

Pilgrim Prime Rate Trust
7337 E. Doubletree Ranch Road
Scottsdale, Arizona  85258

     Re: Pilgrim Prime Rate Trust
         (SEC 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. 4 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