Exhibit (l)(2)
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July 29, 2026
Niagara Income Opportunities Fund
3550 Lenox Road NE, Suite 2550
Atlanta, GA 30326
| Re: | Niagara Income Opportunities Fund (the “Fund”) Files No. 333-274697 and 811-23902 |
Dear Board Members:
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. 3 under the Securities Act of 1933 (Amendment No. 4 under the Investment Company Act of 1940) and consent to all references to us in the Amendment.
| Very truly yours, | |
| /s/ Thompson Hine LLP | |
| Thompson Hine LLP |
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