Exhibit l.
                                  Ropes & Gray
                            ONE INTERNATIONAL PLACE
                             BOSTON, MA 02110-2624
                             PHONE: (617) 951-7000
                              FAX: (617) 951-7050

                                  June 24, 2002


PIMCO Municipal Income Fund II
c/o PIMCO Funds Advisors LLC
1345 Avenue of the Americas
New York, New York 10105

Ladies and Gentlemen:

         We have acted as counsel to PIMCO Municipal Income Fund II (the "Fund")
in connection with the Registration Statement of the Fund on Form N-2 (File No.
333-86282) under the Securities Act of 1933 and the Investment Company Act of
1940 (File No. 811-21076) (the "Registration Statement") as amended (the
"Acts"), with respect to certain of its common shares of beneficial interest
(the "Common Shares"). The Common Shares are to be sold pursuant to an
Underwriting Agreement substantially in the form filed as an exhibit to the
Registration Statement (the "Underwriting Agreement") among the Fund, PIMCO
Funds Advisors LLC, UBS Warburg LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, A.G. Edwards & Sons, Inc., First Union Securities, Inc.,
Prudential Securities Incorporated, Quick & Reilly, Inc. A FleetBoston Financial
Company, Raymond James & Associates, Inc., RBC Dain Rauscher Incorporated, Wells
Fargo Securities, LLC, Fahnestock & Co. Inc. and McDonald Investments, Inc. A
KeyCorp Company.

         We have examined the Fund's Agreement and Declaration of Trust on file
in the office of the Secretary of State of The Commonwealth of Massachusetts, as
amended (the "Declaration of Trust"), and the Fund's Bylaws, and are familiar
with the actions taken by the Fund in connection with the issuance and sale of
the Common Shares. We have also examined such other documents and records as we
have deemed necessary for the purposes of this opinion.



                                      -2-
PMICO Municipal Income Fund II                                     June 24, 2002


         Based upon the foregoing, we are of the opinion that:

         1.     The Fund is a duly organized and validly existing unincorporated
                voluntary association with transferable shares under and by
                virtue of the laws of The Commonwealth of Massachusetts.

         2.     The Common Shares have been duly authorized and, when issued and
                paid for in accordance with the Underwriting Agreement, will be
                validly issued, fully paid and, except as described in the
                following paragraph, nonassessable by the Fund.

         The Fund is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Fund and requires that a notice of such disclaimer be given
in each note, bond, contract, instrument, certificate or undertaking entered
into or executed by the Fund or its Trustees. The Declaration of Trust provides
for indemnification out of the property of the Fund for all loss and expense of
any shareholder of the Fund held personally liable solely by reason of his being
or having been a shareholder. Thus, the risk of a shareholder's incurring
financial loss on account of being a shareholder is limited to circumstances in
which the Fund itself would be unable to meet its obligations.

         We understand that this opinion is to be used in connection with the
registration of the Common Shares for offering and sale pursuant to the
Securities Act of 1933, as amended. We consent to the filing of this opinion
with and as part of the Registration Statement and to the references to our firm
in the related prospectus under the captions "Tax matters" and "Legal matters"
in the Prospectus contained in the Registration Statement.

                                                     Very truly yours

                                                     /s/ Ropes & Gray

                                                     Ropes & Gray