CHAPMAN AND CUTLER LLP                                    111 WEST MONROE STREET
                                                         CHICAGO, ILLINOIS 60603


                               November 21, 2012

First Trust Senior Floating Rate Income Fund II
120 E. Liberty Drive, Suite 400
Wheaton, Illinois  60187


Ladies and Gentlemen:

      As counsel to First Trust Senior Floating Rate Income Fund II (the
"Fund"), we delivered to you an opinion letter dated November 7, 2012 in
connection with a Registration Statement filed by the Fund with the Securities
and Exchange Commission (the "SEC") on Form N-2, File No. 333-184182 (as
amended, the "Registration Statement"). The Registration Statement was filed for
the purpose of registering with the SEC common shares of beneficial interest of
the Fund, par value $.01 per share (the "Shares"). This opinion relates to the
offer and sale of up to 3,000,000 Shares under the Registration Statement.

      In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents and
proceedings as we have considered necessary for the purposes of this opinion. We
have also examined and are familiar with the proceedings taken by the Fund to
authorize the issuance and sale of up to 3,000,000 Shares. In addition, we have
examined a copy of the Registration Statement, including the exhibits thereto,
and a copy of the Prospectus dated November 16, 2012 (the "Prospectus") included
in the Registration Statement and a copy of a Prospectus Supplement to the
Prospectus dated November 21, 2012 (the "Prospectus Supplement").

      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 declaration of trust and by-laws of
the Fund, actions of the board of trustees 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.




First Trust Senior Floating Rate Income Fund II
November 21, 2012
Page 2


      Based upon the foregoing, we are of the opinion that when the Shares are
issued and sold after authorized consideration therefor is received by the Fund
in accordance with the Prospectus and Prospectus Supplement, they will be
validly issued, fully paid and nonassessable by the Fund, except that, as set
forth in the Registration Statement, shareholders of the Fund may under certain
circumstances be held personally liable for obligations of the Fund.

      In rendering the foregoing opinion, we have relied upon the opinion of
Bingham McCutchen LLP expressed in their letter to us dated November 21, 2012.

      We consent to 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