Exhibit 11

             Opinion and Consent of Matthew A. Swendiman, Esq.
            with respect to legality of the shares being issued




September __, 2004

Phoenix Equity Trust
101 Munson Street
Greenfield, Massachusetts 01301


Ladies and Gentlemen:

         Reference is made to the registration statement on Form N-14 filed
on August 12, 2004 with the Securities and Exchange Commission with respect
to Class A shares of beneficial interest (the "Shares") of Phoenix Equity
Trust, a Delaware Statutory Trust (the "Surviving Trust"), representing
interests in the Phoenix Mid-Cap Value Fund (the "Surviving Series"), a
series of the Surviving Trust, to be issued pursuant to a certain Agreement
and Plan of Reorganization (the "Reorganization Agreement") between the
Surviving Trust and FMI Sasco Contrarian Value Fund (the "Merging Series"),
a series of the Phoenix Equity Trust, dated as of October 7, 2004,
described in the Registration Statement.

         We have examined such records, documents and other instruments and
have made such other examinations and inquiries as we have deemed necessary
to enable us to express the opinion set forth below.

         Based upon and subject to the foregoing, we are of the opinion
that the Shares, when issued in accordance with the terms of the
Reorganization Agreement, will be validly issued, fully paid and
non-assessable by the Trust.

                                         Very truly yours,

                                         /s/ Matthew A. Swendiman
                                         Matthew A. Swendiman
                                         Assistant Secretary