June 8, 2012
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
First Trust Strategic High Income Fund II
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
RE: First Trust Strategic High Income Fund II
Ladies and Gentlemen:
We have acted as special Massachusetts counsel to First Trust Strategic
High 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 June 8, 2012 (the "Amendment") and the supplement,
dated June 8, 2012 (the "Supplement") to the base prospectus dated May 31,
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
June 8, 2012, with respect to up to 1,000,000 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 June 1, 2012 of the Secretary of the
Commonwealth of Massachusetts as to the existence of the Fund;
(b) copies of the Fund's Declaration of Trust and of all amendments
thereto (the "Declaration") certified on June 4, 2012 by the office of the
Secretary of the Commonwealth of Massachusetts;
(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 Board of Trustees at
meetings held on February 21, 2012 and March 12, 2012 (the "Resolutions");
(d) printer's proof of the Base Prospectus received on May 29, 2012;
Chapman and Cutler LLP
First Trust Strategic High Income Fund II
June 8, 2012
Page 2
(e) a printer's proof of the Supplement received on June 6, 2012 and
(f) a printer's proof of the Amendment received on June 8, 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 resolutions adopted by Fund's Trustees on
February 21, 2012 and March 12, 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 the resolutions, when included in the minutes of such meeting and finalized
and approved by the Trustees, will be in substantially the form attached to such
certificate.
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First Trust Strategic High Income Fund II
June 8, 2012
Page 3
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.
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First Trust Strategic High Income Fund II
June 8, 2012
Page 4
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
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