Exhibit 23.2


                    (WENDEL, ROSEN, BLACK & DEAN LETTERHEAD)


                                October 20, 2003


Vestin Fund II, LLC
2901 El Camino Avenue, Suite 206
Las Vegas, NV 89102

      RE:  VESTIN FUND II, LLC: REGISTRATION ON FORM S-11

Ladies and Gentlemen:

      We hereby consent to all references to our firm under the captions
"Federal Income Tax Consequences" and "Legal Matters" in the Prospectus that is
part of Post-Effective Amendment No. 4 to the Registration Statement on Form
S-11 to be filed with the Securities and Exchange Commission on or about October
20, 2003, as may be amended from time to time, and to the quotation or
summarization in the Prospectus of our legal opinion filed as an exhibit to the
Post-Effective Amendment.

                                        Very truly yours,

                                          WENDEL, ROSEN, BLACK & DEAN, LLP


                                          By  /s/ Walter R. Turner
                                             -----------------------------------
                                                  Walter R. Turner, Partner


WRB&D:rag