November 21, 2012


Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603

First Trust Senior Floating Rate Income Fund II
120 East Liberty Drive, Suite 400
Wheaton, IL  60187

      RE:       First Trust Senior Floating Rate Income Fund II
             -----------------------------------------------------

Ladies and Gentlemen:

      We have acted as special Massachusetts counsel to First Trust Senior
Floating Rate Income Fund II, a Massachusetts business trust (the "Fund"), in
connection with the Fund's Post-Effective Amendment No. 1 to its Registration
Statement on Form N-2 to be filed with the Securities and Exchange Commission
(the "Commission") on or about November 21, 2012 (the "Amendment") and the
supplement, dated November 21, 2012 (the "Supplement") to the base prospectus
dated November 7, 2012 (the "Base Prospectus"), each to be filed with the
Commission under Rule 497 under the Securities Act of 1933, as amended (the
"1933 Act") on or about November 21, 2012, with respect to up to 3,000,000 of
its common shares of beneficial interest, $.01 par value 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, to be filed as an exhibit to the Amendment.

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

      (a) a certificate dated as of November 5, 2012 of the Secretary of the
Commonwealth of Massachusetts as to the existence of the Fund;

      (b) (b) a copy, as filed with the Secretary of the Commonwealth of
Massachusetts on March 26, 2004, of the Fund's Declaration of Trust and the
amendments thereto dated as of October 27, 2008 and September 20, 2010, each as
filed with the Secretary of the Commonwealth of Massachusetts (as so amended,
the "Declaration");

      (c) a certificate of the Secretary of the Fund, certifying as to, and
attaching copies of, the Fund's Declaration, the Fund's By-laws as currently in
effect (the "By-laws) and resolutions adopted by the Fund's Board of Trustees at



Chapman and Cutler LLP
First Trust Senior Floating Rate Income Fund II
November 21, 2012
Page 2


a meeting held on June 13, 2011 and the minutes of the meeting of the Fund's
Board of Trustees on September 17, 2012 (the "Resolutions");

      (d) a printer's proof of the Base Prospectus received on November 7, 2012;

      (e) a printer's proof of the Supplement received on November 18, 2012; and

      (f) a printer's proof of the Amendment received on November 20, 2012.

      In such examination, we have assumed the genuineness of all signatures,
the conformity to the originals of all of the documents reviewed by 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 also assumed that the Supplement, the Base
Prospectus and the Amendment, when filed with the Commission, will be in
substantially the form of the printer's proofs referenced in subparagraphs (d),
(e) and (f) above. We have further assumed that the Fund's Declaration and the
Resolutions will not have been amended, modified or withdrawn with respect to
matters relating to the Shares and will be in full force and effect on the date
of issuance of such Shares. We note that the Board of Trustees of the Fund has
approved offerings of the Shares in any method permitted by law including in any
manner deemed to be "at-the-market," as such term is defined in Rule 415 under
the 1933 Act, and we have assumed that all offers and sales of the Shares will
be made in accordance with such resolutions and at a price per share that is not
less than the then current net asset value per share, exclusive of any
distributing commission or discount, which net asset value shall be determined
in accordance with Section 23(b) of the Investment Company Act of 1940, as
amended.

      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. We have further assumed that there are no other documents
that are contrary to or inconsistent with the opinions expressed herein. As to
our opinion below relating to the valid existence of the Fund, our opinion
relies entirely upon and is limited by the certificate referenced in paragraph
(a) above. We note that the minutes of the meeting of the Fund's Trustees on



Chapman and Cutler LLP
First Trust Senior Floating Rate Income Fund II
November 21, 2012
Page 3


September 17, 2012, as attached to the certificate referenced in subparagraph
(c) above and reviewed by us in connection with rendering this opinion, are in
draft form, and we have assumed for the purposes of this opinion that such
minutes as they relate to the Fund, when finalized and approved by the Trustees,
will be in substantially the form attached to such certificate.

      This opinion is limited solely to the laws of the Commonwealth of
Massachusetts as applied by courts located in such Commonwealth, except that we
express no opinion as to any Massachusetts securities law. No opinion is given
herein as to the choice of law which any tribunal may apply. In addition, to the
extent that the Fund's Declaration, By-laws or the Resolutions refer to,
incorporate or require compliance with the Investment Company Act of 1940, as
amended, or any other law or regulation applicable to the Fund, except for the
internal substantive laws of the Commonwealth of Massachusetts, as aforesaid, we
have assumed compliance by the Fund with such Act and such other laws and
regulations. Further, we express no opinion with respect to, and we assume no
responsibility for, any offering documentation relating to the Fund, including
the Registration Statement, the Amendment thereto, and the Supplement.

      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 has been formed and is validly existing under the Fund's
Declaration 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 terms of the
Declaration and the Resolutions, will be validly issued, fully paid and
nonassessable, except that, as set forth in the Base Prospectus, shareholders of
the Fund may under certain circumstances be held personally liable for its
obligations.

      This opinion is given as of the date hereof and we assume no obligation to
update this opinion to reflect any changes in law or any other facts or
circumstances which may hereafter come to our attention. We hereby consent to
your reliance on this opinion in connection with your opinion to the Fund with
respect to the Shares, to the reliance by the Fund on this opinion, to the



Chapman and Cutler LLP
First Trust Senior Floating Rate Income Fund II
November 21, 2012
Page 4


reference to our name in the Supplement under the heading "Legal Matters" and
the Base Prospectus under the heading "Legal Opinions" and to the filing of this
opinion as an exhibit to the Amendment.

                                                   Very truly yours,

                                                   /s/ Bingham McCutchen LLP
                                                   -----------------------------
                                                   Bingham McCutchen LLP