Exhibit (l)(2)
|
|
| July 29, 2026 | |
Denali Structured Return Strategy Fund
3550 Lenox Road NE, Suite 2550
Atlanta, GA 30326
| Re: | Denali Structured Return Strategy Fund (the “Fund”) |
| Files No. 333-275771 and 811-23918 |
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 March 7, 2024. 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. 5 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 |
 |
 |
 |