Exhibit l.

                                  Ropes & Gray
                            One International Place
                             Boston, MA 02110-2624
                             Phone: (617) 951-7000
                              Fax: (617) 951-7050

                                  June 26, 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) (the "Original Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), and the Investment Company Act of 1940,
as amended (the "Investment Company Act"), in connection with the registration
of certain of its common shares of beneficial interest. This opinion is being
issued in connection with the Registration Statement of the Fund on Form N-2
(the "New Registration Statement"), which is being filed pursuant to Rule 462(b)
under the Securities Act to register additional common shares of beneficial
interest of the Fund (the "Additional Common Shares") that are part of the same
offering described in the Original Registration Statement. The Additional Common
Shares are to be sold pursuant to an Underwriting Agreement substantially in the
form filed as an exhibit to the Original 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 Additional Common Shares. We have also examined such other documents and
records as we have deemed necessary for the purposes of this opinion.

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



PIMCO Municipal Income Fund II         -2-                        June 26, 2002


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

     2.  The Additional 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 Additional Common Shares for offering and sale pursuant to
the Securities Act, as amended. We consent to the filing of this opinion with
and as part of the New Registration Statement and to the references to our firm
under the captions "Tax matters" and "Legal matters" in the Prospectus
incorporated by reference into the New Registration Statement.

                                       Very truly yours

                                       /s/ Ropes & Gray

                                       Ropes & Gray