Exhibit 11 [Form of Opinion] Dechert 1775 Eye Street, N.W. Washington, D.C. 20006 _____________, 2000 Board of Directors Pilgrim GNMA Fund, Inc. 7337 E. Doubletree Ranch Road Scottsdale, AZ 85258-2034 Re: Pilgrim GNMA Income Fund, Inc., on behalf of Pilgrim GNMA Income Fund Dear Gentlepersons: We have acted as counsel to Pilgrim GNMA Income Fund, Inc. (formerly Lexington GNMA Income Fund, Inc.), a Maryland corporation (the "Company"), and we have a general familiarity with the Company's business operations, practices and procedures. You have asked for our opinion regarding the issuance of shares of beneficial interest by the Company in connection with the acquisition by Pilgrim GNMA Income Fund, a series of the Company, of the assets of Pilgrim Government Securities Income Fund, a series of Pilgrim Government Securities Income Fund, Inc., which will be registered on a Form N-14 Registration Statement (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission. We have examined originals or certified copies, or copies otherwise identified to our satisfaction as being true copies, of various corporate records of the Company and such other instruments, documents and records as we have deemed necessary in order to render this opinion. We have assumed the genuineness of all signatures, the authenticity of all documents examined by us and the correctness of all statements of fact contained in those documents. On the basis of the foregoing, it is our opinion that the shares of beneficial interest of the Company being registered under the Securities Act of 1933 in the Registration Statement, have been duly authorized and will be legally and validly issued, fully paid and non-assessable by the Company upon transfer of the assets of Pilgrim Government Securities Income Fund pursuant to the terms of the Agreement and Plan of Reorganization included in the Registration Statement. We hereby consent to use of this opinion as an exhibit to the Registration Statement and to all references to our firm therein. Very truly yours,