Exhibit 11

                                [Form of Opinion]
                                     Dechert
                              1775 Eye Street, N.W.
                             Washington, D.C. 20006

December __, 2000


Board of Trustees
Pilgrim SmallCap Opportunities Fund
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258-2034

Re:  Pilgrim SmallCap Opportunities Fund, on behalf of
     Pilgrim SmallCap Opportunities Fund

Dear Gentlepersons:

We have acted as counsel to Pilgrim SmallCap Opportunities Fund, a Massachusetts
business trust (the "Trust"), and we have a general familiarity with the Trust's
business operations, practices and procedures. You have asked for our opinion
regarding the issuance of shares of beneficial interest by the Trust in
connection with the acquisition by Pilgrim SmallCap Opportunities Fund, a series
of the Trust, of the assets of ING Small Cap Growth Fund, a series of ING Funds
Trust, which will be registered on a Form N-14 Registration Statement (the
"Registration Statement") to be filed by the Trust 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
Trust 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 Trust 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 Trust upon transfer of the assets
of ING Small Cap Growth 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,