<DOCUMENT>
<TYPE>EX-99.2(L)(2)
<SEQUENCE>8
<FILENAME>efc5-2324_ex992l2.txt
<TEXT>
                                                                Exhibit (l)(2)



                           [VENABLE LLP LETTERHEAD]



                               November 14, 2005

Sidley Austin Brown & Wood LLP
Attention:  John A. MacKinnon, Esq.
787 Seventh Avenue
New York, New York 10019


          Re:  Japan Smaller Capitalization Fund, Inc.:  Registration Statement
               on Form N-2 (1933 Act file no. 333-128763 and 1940 Act file no.
               811-05992)
               ----------------------------------------------------------------

Ladies and Gentlemen:

          We have served as Maryland counsel to Japan Smaller Capitalization
Fund, Inc., a Maryland corporation registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as a closed-end management investment
company (the "Company"), in connection with the filing by the Company of the
above-referenced Registration Statement on Form N-2 (the "Registration
Statement") with the United States Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act,
relating to the registration of 5,282,128 shares (the "Shares") of Common
Stock, $.10 par value per share (the "Common Stock"), of the Company to be
issued to stockholders of the Company upon exercise of rights (the "Rights")
distributed to stockholders of the Company in accordance with the Registration
Statement.

          In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):

          1. The Registration Statement, including the form of Prospectus
relating to the Rights and the Shares included therein (the "Prospectus");

          2. The charter (the "Charter") of the Company, certified as
of a recent date by the State Department of Assessments and Taxation of
Maryland (the "SDAT");

          3. The Bylaws of the Company, certified as of the date hereof by an
officer of the Company;

          4. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;

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Japan Smaller Capitalization Fund, Inc.
November 14, 2005
Page 2


          5. Resolutions adopted by the Board of Directors of the Company
relating to the issuance of the Rights and the sale and issuance of the Shares
upon exercise of the Rights (the "Resolutions"), certified as of the date
hereof by an officer of the Company;

          6. The form of subscription certificate to be used for the purchase
of the Shares upon the exercise of the Rights, certified as of the date hereof
by an officer of the Company;

          7. A certificate executed by an officer of the Company, dated as of
the date hereof;

          8. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the
assumptions, limitations and qualifications stated herein.

          In expressing the opinion set forth below, we have assumed the
following:

          1. Each individual executing any of the Documents, whether on behalf
of such individual or any other person, is legally competent to do so.

          2. Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so.

          3. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth
therein are legal, valid and binding and are enforceable in accordance with
all stated terms.

          4. All Documents submitted to us as originals are authentic. The
form and content of all Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from the form and content of
such Documents as executed and delivered. All Documents submitted to us as
certified or photostatic copies conform to the original documents. All
signatures on all such Documents are genuine. All public records reviewed or
relied upon by us or on our behalf are true and complete. All representations,
warranties, statements and information contained in the Documents are true and
complete. There has been no oral or written modification of or amendment to
any of the Documents, and there has been no waiver of any provision of any of
the Documents, by action or omission of the parties or otherwise.

<PAGE>

Japan Smaller Capitalization Fund, Inc.
November 14, 2005
Page 3


          5. Upon any issuance of Shares, the total number of shares of Common
Stock issued and outstanding will not exceed the total number of shares of
Common Stock that the Company is then authorized to issue under the Charter.

          Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:

          1. The Company is a corporation duly incorporated and existing under
and by virtue of the laws of the State of Maryland and is in good standing
with the SDAT.

          2. The Shares have been duly authorized and, when sold, issued and
paid for upon exercise of the Rights pursuant to the Resolutions and the
Prospectus, the Shares will be validly issued, fully paid and nonassessable.

          The foregoing opinion is limited to the substantive laws of the
State of Maryland and we do not express any opinion herein concerning any
other law. We express no opinion as to compliance with federal or state
securities laws, including the securities laws of the State of Maryland, or
the 1940 Act.

          The opinion expressed herein is limited to the matters specifically
set forth herein and no other opinion shall be inferred beyond the matters
expressly stated. We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the use of our name in the Prospectus constituting
a part thereof. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the 1933 Act.
This opinion may not be relied upon by, quoted in any manner to, or delivered
to any other person or entity without, in each instance, our prior written
consent.

                                                    Very truly yours,

                                                    /s/ Venable LLP
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