Bingham McCutchen LLP
                               One Federal Street
                                Boston, MA 02110

                               September 24, 2010

Chapman and Cutler LLP
111 W. Monroe Street

Chicago, Illinois 60603

         RE:     First Trust High Income Long/Short Fund

Ladies and Gentlemen:

       We have acted as special Massachusetts counsel to First Trust High Income
Long/Short Fund, 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. 2 to be filed with the
Securities and Exchange Commission on or about September 24, 2010 (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 legal existence of the Fund;

              (b) a copy, as filed with the Secretary of the Commonwealth of
       Massachusetts on June 24, 2010, of the Fund's Declaration of Trust dated
       June 18, 2010 (the "Declaration");

              (c) a certificate of the Secretary of the Fund, certifying as to,
       and attaching copies of, the Fund's Declaration and By-Laws and the
       written consent of the initial Trustee of the Fund dated as of June 18,
       2010, the written consent of the initial Trustee of the Trust dated as of
       July 21, 2010 and the minutes of the organizational meeting of the
       Trustees of the Fund on July 21, 2010 and the minutes of the meeting of
       the Trustees of the Fund on September 20, 2010 containing certain
       resolutions relating to the Shares (collectively, the "Resolutions"); and





              (d) a  draft received on September 24,  2010  of Pre-Effective
        Amendment No. 2 to the Registration Statement.

       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 Registration Statement, as
filed with the Securities and Exchange Commission, will be in substantially the
form of the draft referred to in paragraph (d) 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.

       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 legal 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 internal substantive laws of the
Commonwealth of Massachusetts, as applied by courts located in Massachusetts
(other than Massachusetts securities laws, as to which we express no opinion),
to the extent that the same may apply to or govern the transactions referred to
herein. No opinion is given herein as to the choice of law or internal
substantive rules of law which any tribunal may apply to such transaction. In
addition, to the extent that the Fund's Declaration or By-Laws 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.

       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 legally 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, sold and paid for in accordance with the
Fund's Declaration and the Resolutions, 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).

       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 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,


                                           BINGHAM McCUTCHEN LLP