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                                                                     EXHIBIT 2.


              [BALLARD SPAHR ANDREWS & INGERSOLL, LLP LETTERHEAD]





                                 April 30, 1999



A I M Distributors, Inc.
11 Greenway Plaza, Suite 100
Houston, TX 77046-1173


                  Re:  AIM Summit Investors Plans II
                       Registration Statement on Form S-6

Gentlemen:

                  A I M Distributors, Inc. ("AIM Distributors"), a Delaware
corporation, is filing with the Securities and Exchange Commission under the
Investment Company Act of 1940 a Registration Statement on Form N-8B-2
registering AIM Summit Investors Plans II as a unit investment trust of which
AIM Distributors is the principal underwriter and sponsor. AIM Distributors is
also filing with the Securities and Exchange Commission under the Securities
Act of 1933 a Registration Statement on Form S-6, also covering the
registration of AIM Summit Investors Plans II.

                  In connection with our giving this opinion, we have examined
the Registration Statements for AIM Summit Investors Plans II and have also
examined the custodian agreement, dated April 29, 1999 (the "Custodian
Agreement") between AIM Distributors and State Street Bank and Trust Company
(the "Custodian") under the terms of which AIM Summit Investors Plans II are
issued. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, records and other
instruments as we have deemed necessary or advisable for purposes of this
opinion. As to various questions of fact material to our opinion, we have
relied upon information provided by officers of AIM Distributors.

                  Based on the foregoing, it is our opinion that AIM
Distributors has duly entered into the Custodian Agreement with the Custodian
and that the Custodian Agreement is a valid




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A I M Distributors, Inc.
April 30, 1999
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and binding agreement of AIM Distributors. It is also our opinion that the AIM
Summit Investors Plans II, when issued in the manner contemplated by the
Custodian Agreement and the Registration Statements, will constitute legal,
valid and binding obligations on the part of AIM Distributors.

                  We express no opinion concerning the laws of any jurisdiction
other than the federal law of the United States of America and the General
Corporation Law of Delaware.

                  We consent to the filing of this opinion as an exhibit to the
Registration Statement.


                                             Very truly yours,

                                    /s/ Ballard Spahr Andrews & Ingersoll, LLP