June 12, 2000
Seligman New Technologies Fund II, Inc.
100 Park Avenue,
New York, New York 10017.
Dear Sirs:
In connection with Pre-Effective Amendment No. 4 to the Registration
Statement on Form N-2 (Securities Act File No. 333-32222 and Investment Company
Act File No. 811-09849) of Seligman New Technologies Fund II, Inc., a Maryland
corporation (the "Company"), which you expect to file under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to shares of the Common
Stock of the Company, par value $0.01 per share, with a maximum aggregate
offering price of $900,000,000 (the "Shares"), we, as your counsel, have
examined such corporate records, certificates and other documents, and such
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questions of law, as we have considered necessary or appropriate for the
purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
when the Registration Statement referred to above has become effective under the
Securities Act and the Shares have been duly issued and sold as contemplated by
the Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Maryland, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above. In giving such consent, we do not
thereby admit that we are
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in the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ SULLIVAN & CROMWELL
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