EX-99.25.L.1 11 fp0073076_ex9925l1.htm

[C&C LETTERHEAD]

 

February 10, 2022

 

RiverNorth Managed Duration Municipal Income Fund II, Inc.

433 West Van Buren Street, 1150-E

Chicago, Illinois 60607

 

Re:RiverNorth Managed Duration Municipal Income Fund II, Inc.

 

Ladies and Gentlemen:

 

We have acted as counsel for RiverNorth Managed Duration Municipal Income Fund II, Inc. (the “Fund”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of certain of its common stock (the “Shares”) covered by Registration Statement No. 333-257627 on Form N-2, as it is proposed to be amended by Pre-Effective Amendment No. 3 (as proposed to be amended, the “Registration Statement”).

 

In this connection we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate and other records, certificates and other papers as we deemed it necessary to examine for the purpose of this opinion, including the articles of incorporation and by-laws of the Fund, actions of the board of directors of the Fund authorizing the issuance of shares of the Fund and the Registration Statement.

 

We assume that, upon sale of the Shares, the Fund will receive the authorized consideration therefor, which will at least equal the net asset value of the Shares.

Based upon the foregoing, we are of the opinion that when the Shares are issued and sold after the Registration Statement has been declared effective and the authorized consideration therefor is received by the Fund, they will be legally issued, fully paid and nonassessable by the Fund.

 

In rendering the foregoing opinion, we have relied upon the opinion of Shapiro Sher Guinot & Sandler, P.A. expressed in their letter to us dated February 10, 2022.

 

We consent to the prospectus discussion of this opinion and the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under section 7 of the Act.

 

  Very truly yours,  
     
  /s/ Chapman and Cutler LLP