Exhibit 2(n)(i)


                            [LETTERHEAD OF DECHERT]


June 21, 2002


ING Prime Rate Trust
7337 East Doubletree Ranch Road
Scottsdale, Arizona  85258-2034

Re:  ING Prime Rate Trust
     (SEC File Nos. 333-61831, 811-05410)

Dear Sirs:

We hereby consent to all references to our firm in Post-Effective  Amendment No.
7 to the Registration Statement of ING Prime Rate Trust. 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