Form 485BPOS NORTHERN LIGHTS FUND

Alston&Bird llp

The Atlantic Building

950 F Street, NW

Washington, DC 20004-1404

 

202-756-3300

Fax:202-756-3333

www.alston.com

 

 

David J. Baum                                                     Direct Dial: 202-239-3346                                            E-mail: [email protected]

 

 

September 28, 2021

 

Northern Lights Fund Trust II

4221 North 203^rd Street, Suite 100

Elkhorn, NE 68022

 

Re:

Opinion of Counsel regarding Post-Effective Amendment No. 512 to Northern Lights Fund Trust II’s Registration Statement Filed on Form N-1A under the Securities Act of 1933 (File No. 333-174926)

 

We have acted as counsel to Northern Lights Fund Trust II, a Delaware statutory trust (the “Trust”), in connection with the filing of Post-Effective Amendment No. 512 to the Trust’s Registration Statement (“Post-Effective Amendment No. 512”) with the U.S. Securities and Exchange Commission (“SEC”) pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “1933 Act”), registering an indefinite number of units of beneficial interest (“Shares”) of Class I shares of the Essential 40 Stock Fund, a series of the Trust (the “Fund”).

 

You have requested our opinion as to the matters set forth below in connection with the filing of the Post-Effective Amendment No. 512. In connection with rendering that opinion, we have examined the Post-Effective Amendment No. 512, the Declaration of Trust and any amendments thereto, the Certificate of Trust of the Trust, the Trust’s Bylaws, the actions of the Trustees of the Trust that authorize the approval of the foregoing documents, securities matters and the issuance of the Shares, and such other documents as we, in our professional opinion, have deemed necessary or appropriate as a basis for the opinion set forth below. In examining the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of documents purporting to be originals and the conformity to originals of all documents submitted to us as copies. As to questions of fact material to our opinion, we have relied (without investigation or independent confirmation) upon the representations contained in the above-described documents.

 

Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States of America and the Delaware Statutory Trust Act. We express no opinion with respect to any other laws.

 

 

Atlanta • Brussels • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Ventura County • Washington, D.C.

LEGAL02/41088667v1

Page 2

 

Based upon and subject to the foregoing and the qualifications set forth below, we are of the opinion that:

 

1.

The Shares of the Fund to be issued pursuant to the Post-Effective Amendment No. 512 have been duly authorized for issuance by the Trust.

2.

When issued and paid for upon the terms provided in the Post-Effective Amendment No. 512, subject to compliance with the 1933 Act, the Investment Company Act of 1940, as amended, and all other laws relating to the sale of securities, the Shares of the Fund to be issued pursuant to the Post-Effective Amendment No. 512 will be validly issued, fully paid and non-assessable.

 

This opinion is rendered solely for your use in connection with the filing of the Post-Effective Amendment No. 512. We hereby consent to the filing of this opinion with the SEC in connection with Post-Effective Amendment No. 512.

 

Sincerely,

 

ALSTON & BIRD LLP

 

 

 

By:_ /s/David J. Baum____

A Partner

 

 

 

 

 

 

CONSENT OF ALSTON & BIRD, LLP, COUNSEL FOR THE REGISTRANT

 

 

We hereby consent to the use of our name and the references to our firm under the caption “Legal Counsel” included in or made a part of Post-Effective Amendment No. 512 to the Registration Statement of Northern Lights Fund Trust II on Form N-1A under the Securities Act of 1933, as amended.

 

Alston & Bird LLP

 

By: /s/ David J. Baum

A Partner

 

 

Washington, DC

September 28, 2021

 

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Registration Statement (No. 333-174926) on Form N-1A of Essential 40 Stock Fund, a series of the Northern Lights Fund Trust II, of our report dated July 30, 2021, relating to our audit of the financial statements and financial highlights, which appear in the May 31, 2021 Annual Report to Shareholders which are also incorporated by reference into the Registration Statement.

 

We also consent to the references to our Firm under the captions “Financial Highlights”, “Independent Registered Public Accounting Firm”, “Other Service Providers”, and “Portfolio Holdings Information” in such Registration Statement.

 

/s/ RSM US LLP

 

Denver, Colorado

September 24, 2021

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