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EXHIBIT 11
Brown & Wood LLP
One World Trade Center
New York, N.Y. 10048-0057
Telephone: 212-839-5300
Facsimile: 212-839-5599
July 13, 2000
Debt Strategies Fund II, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Ladies and Gentlemen:
We have acted as counsel for Debt Strategies Fund II, Inc. (the "Fund")
in connection with the proposed merger of Debt Strategies Fund, Inc. ("Debt
Strategies") and Debt Strategies Fund III, Inc. ("Debt Strategies III") with and
into the Fund (the "Merger"), whereby holders of common stock of each of Debt
Strategies and Debt Strategies III will receive newly-issued shares of common
stock of the Fund. This opinion is furnished in connection with the Fund's
Registration Statement on Form N-14 under the Securities Act of 1933, as amended
(File No. 333-37384) (the "Registration Statement"), relating to shares of
common stock of the Fund, par value $0.10 per share (the "Shares"), to be issued
in the Merger.
As counsel for the Fund, we are familiar with the proceedings taken by
it and to be taken by it in connection with the authorization and issuance of
the Shares. In addition, we have examined and are familiar with the Articles of
Incorporation of the Fund, as amended, the By-Laws of the Fund, 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 Merger among the Fund, Debt Strategies
Fund, Inc. and Debt Strategies Fund III, Inc. and the consummation of the
transactions 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 non-assessable shares of common stock of
the Fund.
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 a part thereof.
Very truly yours,
/s/ Brown & Wood LLP
