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Exhibit 99.2(l)(2)
[Letterhead of Venable, Baetjer and Howard, LLP]
August 11, 2000
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
Re: Boulder Total Return Fund, Inc.
Ladies and Gentlemen:
We have acted as special Maryland counsel for Boulder Total Return
Fund, Inc., a Maryland corporation (the "Fund"), in connection with its offering
of 775 shares of preferred stock designated "Taxable Auction Market Preferred
Stock," each with a par value of $0.01 and a liquidation preference of $100,000
(the "AMPS").
As special Maryland counsel for the Fund, we are familiar with its
Bylaws and Charter, including the Articles Supplementary establishing the AMPS.
We have examined the prospectus included in its Registration Statement on Form
N-2 with respect to the AMPS (Securities Act Registration File No. 333-37008,
Investment Company Act File No. 811-7390) (the "Registration Statement"),
substantially in the form in which it is to become effective (the "Prospectus").
We have further examined and relied upon a certificate of the Maryland State
Department of Assessments and Taxation to the effect that the Fund is duly
incorporated and existing under the laws of the State of Maryland and is in good
standing and duly authorized to transact business in the State of Maryland.
We have also examined and relied on such other corporate records of
the Fund and documents and certificates with respect to factual matters as we
have deemed necessary to render the opinion expressed herein. We have assumed,
without independent verification, the genuineness of all signatures on documents
submitted to us, the authenticity of all documents submitted to us as originals,
and the conformity with originals of all documents submitted to us as copies.
Based on such examination, we are of the opinion that the shares of
AMPS to be offered for sale pursuant to the Prospectus have been duly authorized
and, when sold, issued and paid for as contemplated by the Prospectus, will have
been validly and legally issued and will be fully paid and nonassessable.
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This letter expresses our opinion with respect to the Maryland
General Corporation Law governing matters such as due organization and the
authorization and issuance of stock. It does not extend to the securities or
"Blue Sky" laws of Maryland, to federal securities laws or to other laws.
You may rely on this opinion in rendering your opinion to the Fund
that is to be filed as an exhibit to the Registration Statement. We consent to
the reference to our firm under the caption "Legal Opinions" in the Prospectus
and to the filing of this opinion as an exhibit to the Registration Statement.
We do not thereby admit that we are "experts" within the meaning of the
Securities Act of 1933 and the rules and regulations thereunder. This opinion
may not be relied upon for any other purpose or by any other person without our
prior written consent.
Very truly yours
/s/ Venable, Baetjer and Howard, LLP
