Document

A legal opinion (the “Legal Opinion”) that we prepared was filed with the Denali Structured Return Strategy Fund’s Registration Statement filed on Form N-2 on December 22, 2023. We hereby give you our consent to incorporate by reference the Legal Opinion into Post-Effective Amendment No. 2 under the Securities Act of 1933 (Amendment No. 3 under the Investment Company Act of 1940) and consent to all references to us in the Amendment.