1 EXHIBIT 11 BROWN & WOOD LLP One World Trade Center New York, N.Y. 10048-0557 Telephone: 212-839-5300 Facsimile: 212-839-5599 August 20, 1996 MuniYield New York Insured Fund II, Inc. 800 Scudders Mill Road Plainsboro, New Jersey 08536 Ladies and Gentlemen: We have acted as counsel for MuniYield New York Insured Fund II, Inc. ("MuniYield New York Insured II") in connection with its proposed acquisition of all of the assets and assumption of all of the liabilities of each of MuniVest New York Insured Fund, Inc. ("MuniVest New York Insured") and MuniYield New York Insured Fund III, Inc. ("MuniYield New York Insured III"), in exchange for newly-issued shares of common stock and auction market preferred stock of MuniYield New York Insured II (collectively, the "Reorganization"). This opinion is furnished in connection with MuniYield New York Insured II's Registration Statement on Form N-14 under the Securities Act of 1933, as amended (File No. 333-7817; the "Registration Statement"), relating to shares of common stock and auction market preferred stock of MuniYield New York Insured II, each par value $0.10 per share (collectively, the "Shares"), to be issued in the Reorganization. As counsel for MuniYield New York Insured II, we are familiar with the proceedings taken by it and to be taken by it in connection with the authorization, issuance and sale of the Shares. In addition, we have examined and are familiar with the Articles of Incorporation of MuniYield New York Insured II, as amended and supplemented, the By-Laws of MuniYield New York Insured II, as amended, and such other documents as we have deemed relevant to the matters referred to in this opinion. Based upon the foregoing, we are of the opinion that subsequent to the approval of the Agreement and Plan of Reorganization among MuniYield New York Insured II, MuniVest New York Insured and MuniYield New York Insured III set forth in the joint proxy statement and prospectus constituting a part of the Registration Statement (the "Joint Proxy Statement and Prospectus"), the Shares, upon issuance in the manner referred to in the Registration Statement, for consideration not less than the par value thereof, will be legally issued, fully paid and 2 non-assessable shares of common stock or auction market preferred stock, as the case may be, of MuniYield New York Insured II. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Joint Proxy Statement and Prospectus constituting parts thereof. Very truly yours, /s/ BROWN & WOOD LLP 2