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BRADLEY & RILEY LETTERHEAD
December 19, 2000
Berthel Growth Trust II
701 Tama Street, Building B
P O Box 609
Marion, IA 52302-0609
RE: Registration Statement on Form N-2
Registration No. 333-41016
We have acted as counsel to Berthel Growth Trust II (the "Trust"), Berthel
Fisher & Company Planning, Inc. (the "Trust Advisor") and TJB Capital
Management, Inc. (the "Corporate Trustee") in connection with the Trust's
organization pursuant to its Declaration of Trust dated as of July 7, 2000 (the
"Declaration of Trust"), and in connection with the preparation and filing of
the registration statement on Form N-2 filed with the Securities and Exchange
Commission on July 7, 2000, as thereafter amended (the "Registration
Statement"), and the Prospectus included therein (the "Prospectus") relating to
the offering of beneficial interests by the Trust. Capitalized terms used
without definition herein have the respective meanings set forth in the
Declaration of Trust and the Prospectus.
We have participated in the preparation of the Declaration of Trust, the
Registration Statement and the Prospectus. We have also examined and relied upon
the representations and warranties as to factual matters made in or pursuant to
the documents referred to above, upon the representations made to us by the
Trust Advisor and the Corporate Trustee, upon the originals, or copies,
certified or otherwise identified to our satisfaction, of such records,
documents, certificates or other instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below.
The opinions set forth below are based upon the Internal Revenue Code of 1986,
as amended (the "Code"), the Treasury Regulations issued thereunder,
administrative interpretations thereof and judicial decisions with respect
thereto, all as of the date hereof. In rendering the opinions expressed below,
we have assumed that the Trust will be operated in accordance with the terms of
the Declaration of Trust and the provisions of the Delaware Business Trust Act.
Based upon the foregoing, and provided that the Trust is not a publicly-traded
partnership, it is our opinion that the Trust will be treated as a partnership
for federal income tax purposes and not as an association taxable as a
corporation. Section 15.8 of the Declaration of Trust permits the Trust Advisor
under certain circumstances to modify the restrictions contained in the
Declaration of Trust on transfer of Shares. This opinion is based upon the
restrictions on transfers of Shares contained in the Declaration of Trust on the
date hereof.
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It is our opinion that the allocations of income, gain, loss and deduction under
the Declaration of Trust, more likely than not, will be respected in all
material respects for Federal income tax purposes. However, we express no
opinion about whether the transferor-transferee prorations contained in the
Declaration of Trust comply with the requirements of sections 706(d) of the Code
(relating to determinations of distributive shares when ownership of Shares
changes).
We have reviewed the discussion of federal income tax consequences set forth in
the Registration Statement under the captions "Risk Factors" and "Tax Matters."
That discussion correctly reflects the opinions we have expressed to you herein,
and in our opinion, the other matters set forth therein concerning the federal
income tax consequences of an investment in, and the proposed operations of, the
Trust are in conformity with current provisions of the Code, Treasury
regulations, rulings, case law and other legal precedent in effect as of the
date of the Registration Statement, as we have interpreted them.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BRADLEY & RILEY PC
/s/ Bradley & Riley PC
