Exhibit 11

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


__________, 200_



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

Re: PILGRIM SMALLCAP OPPORTUNITIES FUND

Dear Ladies and Gentlemen:

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, the sole
series of the Trust, of the assets of Pilgrim  SmallCap Growth Fund, a series of
Pilgrim  Mutual  Funds,  which will be  registered  on a Form N-14  Registration
Statement (the "Registration  Statement") to be filed by the Trust with the U.S.
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,  as
amended,  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 Pilgrim  SmallCap Growth Fund pursuant to the terms of
the  Agreement  and  Plan  of  Reorganization   included  in  this  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,