[FORM OF OPINION]

                             Dechert Price & Rhoads
                              1775 Eye Street, N.W.
                              Washington, DC 20006


                                ___________, 2000


Pilgrim Government Securities Income Fund, Inc.
40 North Central Avenue, Suite 1200
Phoenix, Arizona 85004

              Re: Pilgrim Government Securities Income Fund, Inc.

Dear Sirs:

     We have  acted as counsel to Pilgrim  Government  Securities  Income  Fund,
Inc.,  a  California  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 common stock
by the  Company  in  connection  with  the  acquisition  by  Pilgrim  Government
Securities  Income  Fund,  a series of the  Company,  of the  assets of  Pilgrim
Government Securities Fund, 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 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 common
stock 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  upon  transfer of the assets of Pilgrim
Government  Securities  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,