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[LETTERHEAD]
BRADLEY & RILEY PC
July 7, 2000
Berthel Growth Trust II
701 Tama Street, Building B
P O Box 609
Marion, IA 52302-0609
RE: Sale of up to 3,000,000 Beneficial Interests of Berthel Growth
Trust II
Gentlemen:
We have acted as counsel for Berthel Growth Trust II, a Delaware
business trust (the "Trust"), in connection with the proposed offering and sale
by the Trust of up to an aggregate of $25,000,000 in Shares of beneficial
interest ("Shares") in the Trust, subject to increase by the Trust and Berthel
Fisher & Company Financial Services, Inc. to up to $30,000,000 in Shares at a
price of $10 per Share.
We have made such inquiries and examined such documents as we have
considered necessary or appropriate for the purposes of giving the opinions
hereinafter set forth, including the examination of executed or conformed
counterparts, or copies otherwise provided to our satisfaction of the following:
(i) the Articles of Incorporation of Berthel Fisher & Company
Planning, Inc., an Iowa corporation and the Trust Advisor of the Trust
("Trust Advisor"), as filed with the Secretary of State of Iowa on
March 20, 1989, and as amended by Articles of Amendment filed
thereafter with the Secretary of State of Iowa on June 6, 1990, and
July 26, 1993;
(ii) the Certificate of Incorporation of TJB Capital
Management, Inc. a Delaware corporation and the Corporate Trustee of
the Trust ("Corporate Trustee"), as filed with the Secretary of State
of Delaware on January 25, 1995;
(iii) the Bylaws of the Trust Advisor and the Corporate
Trustee and the minutes of the proceedings of stockholders and
directors of the Trust Advisor and the Corporate Trustee through the
date of this opinion;
(iv) the Certificate of Trust of the Trust as filed with the
Secretary of State of Delaware on June 15, 2000;
(v) the Declaration of Trust for the Trust dated as of June
15, 2000, attached to the prospectus included in the Registration
Statement as Exhibit A (the "Declaration of Trust");
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(vi) the Registration Statement on Form N-2 (No number has
been assigned to the Registration Statement) of the Trust, including
the related preliminary prospectus and other attachments, filed with
the Securities and Exchange Commission (the "Commission") on July 7,
2000 (the "Initial Registration Statement");
(vii) the form of Subscription Documents, attached to the
prospectus included in the Initial Registration Statement as Exhibit B.
We have assumed the genuineness and authenticity of all signatures on
all original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies and the due authorization, execution, delivery or recordation of all
documents where due authorization, execution or recordation are prerequisites to
the effectiveness thereof. Capitalized terms used herein and not otherwise
defined are sued as defined in the prospectus and the Declaration of Trust.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
(i) The Trust is a business trust duly organized, validly
existing and in good standing under the laws of the State of Delaware
pursuant to the Delaware Business Trust Act (the "Delaware Act"); and
(ii) When offered and sold as described in the Registration
Statement, and assuming (a) the due authorization, execution and
deliver of a Subscription Agreement by each subscriber for Shares, (b)
the due acceptance by Trust Advisor or the Corporate Trustee on behalf
of the Trust of each subscription and the due acceptance by Trust
Advisor or the Corporate Trustee of the admission of each subscriber as
a Shareholder, (c) the payment by each subscriber of the full
consideration due from such subscriber for the number of Shares
subscribed for by such subscriber, and (d) the due authorization,
execution and delivery of the Declaration of Trust by all parties
thereto, the Shares will represent valid limited beneficial interests
in the Trust, and will be fully paid and nonassessable and the
subscribers will have no liability in excess of their respective
Capital Contributions and their share of the Trust's assets and
undistributed profits (subject to the obligation of a Shareholder to
repay to the Trust any distribution received in violation of the
Delaware Act.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and the statements made regarding our
firm and to the use of our name under the heading "Legal Matters" and elsewhere
in the prospectus constituting a part of the Registration Statement.
BRADLEY & RILEY PC
/s/ Bradley & Riley PC
