Dechert
1775 Eye Street, NW
Washington, DC 20006
November 6, 2000
Pilgrim Prime Rate Trust
7337 East Doubletree Ranch Road
Scottsdale, AZ 85258
Ladies and Gentlemen:
We have acted as counsel to Pilgrim Prime Rate Trust (the "Trust") in
connection with the Registration Statement of the Trust on Form N-2 (File Nos.
333-48782 and 811-05410) (the "Registration Statement"), under the Securities
Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of
1940, as amended, relating to the proposed issuance of 7,200 Auction Rate
Cumulative Preferred Shares of the Trust designated as Series T and Th (the
"Preferred Shares"). The Preferred Shares are to be sold pursuant to an
underwriting agreement to be entered into by the Trust and Salomon Smith Barney
Inc., as principal underwriter (the "Underwriting Agreement").
We have examined the Trust's Declaration of Trust, as amended, and
Certificate of Designation for Preferred Shares, and are familiar with the
actions taken by the Trust's Trustees in connection with the issuance and the
sale of the Preferred Shares. We have also examined the form of underwriting
agreement filed as an exhibit to the Registration Statement and such other
documents and records as we have deemed necessary for the purpose of this
opinion.
For purposes of this opinion, we have assumed that the Underwriting
Agreement in the form filed as an exhibit to the Registration Statement will
have been duly executed and delivered by and on behalf of each of the parties
thereto, and that the Trust or its agent receives consideration for the
Preferred Shares as set forth in the Registration Statement.
Based on the foregoing, we are of the opinion that the issuance and the
sale of the Preferred Shares have been duly authorized; when issued in
accordance with the Underwriting Agreement, the Preferred Shares will be validly
issued by the Trust and fully paid and nonassessable by the Trust.
We consent to the filing of this opinion with and as part of the
Registration Statement and to the use of our name in such Registration Statement
and in the related Prospectus under the caption "Legal Matters." In giving such
consent we do not thereby admit that we are within the category of persons whose
consent is required by Section 7(a) of the 1933 Act, or the rules and
regulations thereunder.
Very truly yours,
/s/ Dechert
