Exhibit l

                                                                 August 16, 2002

PIMCO Municipal Income Fund II
c/o PIMCO Advisory Services
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.
333-91744) under the Securities Act of 1933 and the Investment Company Act of
1940 (File No. 811-21076) (as amended, the "Registration Statement"), relating
to the proposed sale of an aggregate of 4,040 Auction Preferred Shares, Series
A, 4,040 Auction Preferred Shares, Series B, 4,040 Auction Preferred Shares,
Series C, 4,040 Auction Preferred Shares, Series D, and 4,040 Auction Preferred
Shares, Series E (together, the "Preferred Shares"). The Preferred 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 and UBS Warburg LLC, on behalf of itself and
the other underwriters named therein.

         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 Amended and Restated
Bylaws, and are familiar with the actions taken by the Fund in connection with
the issuance and sale of the Preferred 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:

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



PIMCO Municipal Income Fund II        -2-                        August 16, 2002

     2.   The Preferred Shares have been duly authorized and, assuming the due
          execution and delivery of the Underwriting Agreement by an authorized
          officer of the Fund, 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 Preferred 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 "Taxes" and "Legal matters" in the
Prospectus contained in the Registration Statement.

                                                     Very truly yours,

                                                     /s/ Ropes & Gray

                                                     Ropes & Gray