Exhibit l.2

                                                                    May 21, 2003


Bell Boyd & Lloyd LLC
Three First National Plaza
Suite 3300
Chicago, Illinois 60602

RE:  Nuveen Preferred and Convertible Income Fund 2
     ----------------------------------------------

Ladies and Gentlemen:

     We have acted as special Massachusetts counsel to Nuveen Preferred and
Convertible Income Fund 2, a Massachusetts business trust (the "Fund"), in
connection with the Fund's Registration Statement on Form N-2 as such
Registration Statement is proposed to be amended by Pre-Effective Amendment No.
1 to be filed with the Securities and Exchange Commission on or about May
21, 2003 (as proposed to be amended, the "Registration Statement"), with respect
to certain of its Common Shares of Beneficial Interest, par value of $.01 per
share (the "Shares"). You have requested that we deliver this opinion to you, as
special counsel to the Fund, for use by you in connection with your opinion to
the Fund with respect to the Shares.

     In connection with the furnishing of this opinion, we have examined the
following documents:

          (a) a certificate of the Secretary of the Commonwealth of
     Massachusetts as to the existence of the Fund;

          (b) copies, certified by the Secretary of the Commonwealth of
     Massachusetts, of the Fund's Declaration of Trust and of all amendments
     thereto on file in the office of the Secretary of the Commonwealth of
     Massachusetts;

          (c) a Certificate of Secretary of the Fund, certifying as to, and
     attaching copies of, the Fund's Declaration of Trust and By-Laws, and
     certain resolutions adopted by the Trustees of the Fund; and

          (d) a printer's proof dated May 15, 2003 of Pre-Effective
     Amendment No. 1.

     In such examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all of the documents reviewed by




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May 21, 2003
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us as copies, the authenticity and completeness of all original documents
reviewed by us in original or copy form and the legal competence of each
individual executing any document. We have assumed that the Registration
Statement, as filed with the Securities and Exchange Commission, will be in
substantially the form of the printer's proof referred to in paragraph (d)
above.

     This opinion is based entirely on our review of the documents listed above
and such investigation of law as we have deemed necessary or appropriate. We
have made no other review or investigation of any kind whatsoever, and we have
assumed, without independent inquiry, the accuracy of the information set forth
in such documents. As to our opinion below relating to the due organization and
existence of the Fund, our opinion relies entirely upon and is limited by the
certificate referenced in paragraph (a) above.

     This opinion is limited solely to the laws of the Commonwealth of
Massachusetts as applied by courts located in such Commonwealth.

     We understand that all of the foregoing assumptions and limitations are
acceptable to you.

     Based upon and subject to the foregoing, please be advised that it is our
opinion that:

     1. The Fund is duly organized and existing under the Fund's Declaration of
Trust and the laws of the Commonwealth of Massachusetts as a voluntary
association with transferable shares of beneficial interest commonly referred to
as a "Massachusetts business trust."

     2. The Shares, when issued and sold in accordance with the Fund's
Declaration of Trust and By-Laws, will be legally issued, fully paid and
non-assessable, except that, as indicated in the Registration Statement,
shareholders of the Fund may under certain circumstances be held personally
liable for its obligations.



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May 21, 2003
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     We hereby consent to your reliance on this opinion in connection with your
opinion to the Fund with respect to the Shares, to the reference to our name in
the Registration Statement under the heading "Legal Opinions" and to the filing
of this opinion as an exhibit to the Registration Statement.


                                            Very truly yours,


                                            /s/ BINGHAM McCUTCHEN LLP