EX-99.2L OPIN COUNSL 7 ex_lii.htm EXHIBIT (L)(II) TO POS EX
Exhibit (l)(ii)

|  | September 14, 2017

Ellsworth Growth and Income Fund Ltd.
One Corporate Center
Rye, New York 10580-1422

| Re: | Ellsworth Growth and Income Fund Ltd. Preferred Shares Shelf Takedown

Ladies and Gentlemen:
We have acted as special counsel to Ellsworth Growth and Income Fund Ltd., a statutory trust (the “Trust”) created under the Delaware Statutory Trust Act (the “DSTA”), in connection with the issuance and sale by the Trust of up to 1,200,000 shares (the “Shares”) of the Trust’s 5.25% Series A Cumulative Preferred Shares, par value $0.01 per share, with a liquidation preference of $25.00 per share (the “Series A Preferred Shares”), pursuant to the Underwriting Agreement, dated September 13, 2017, among Morgan Stanley & Co. LLC, as representative of the underwriters listed therein, the Trust and Gabelli Funds, LLC, a New York limited liability company (the “Underwriting Agreement”).
This opinion is being furnished in accordance with the requirements of sub-paragraph (l) of item 25.2 of part C of Form N-2 under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”).
In rendering the opinions stated herein, we have examined and relied upon the following:
(i) the registration statement on Form N-2 (File Nos. 333-219322 and 811‑04656) of the Trust, filed with the Commission on July 17, 2017 under the Securities Act and the 1940 Act, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Securities Act Rules and Regulations”), as amended by Pre-Effective Amendment No. 1 on August 22, 2017 and as proposed to be amended by Post-Effective Amendment No. 1 on the date hereof, including information deemed to be a part of the registration statement pursuant to Rule 430B of the Securities Act Rules and Regulations (such registration statement, as so amended and proposed to be amended, being hereinafter referred to as the “Registration Statement”);
(ii) the prospectus and Statement of Additional Information of the Trust, each dated August 31, 2017, in the form filed with the Commission on September 13, 2017 pursuant to Rule 497 of the Securities Act Rules and Regulations;

Ellsworth Growth and Income Fund Ltd
September 14, 2017
Page 2
(iii) the prospectus supplement of the Trust, dated September 13, 2017, relating to the offering of the Shares, in the form filed with the Commission on 14, 2017 pursuant to Rule 497 of the Securities Act Rules and Regulations;
(iv) an executed copy of a certificate of Andrea R. Mango, Secretary of the Trust, dated the date hereof (the “Secretary’s Certificate”);
(v) a copy of the Trust’s Amended and Restated Certificate of Trust dated January 16, 2006 as amended by the Amendment to the Amended and Restated Certificate of Trust dated January 20, 2015 (collectively, the “Certificate of Trust”), as certified by the Secretary of State of the State of Delaware as of September 5, 2017 and certified pursuant to the Secretary’s Certificate;
(vi) a copy of the Trust’s Amended and Restated Agreement and Declaration of Trust, by the trustees of the Trust, dated as of January 16, 2006, as amended on January 20, 2015 and September 9, 2015 (as so amended and supplemented, the “Declaration of Trust”), certified pursuant to the Secretary’s Certificate;
(vii) a copy of the Trust’s Amended and Restated By-Laws, as amended and in effect as of the date hereof (the “By-Laws”), certified pursuant to the Secretary’s Certificate;
(viii) the Statement of Preferences for the Series A Preferred Shares, dated September 13, 2017, certified pursuant to the Secretary’s Certificate;
(ix) copies of certain resolutions relating to the issuance, sale and registration of the Shares and related matters, adopted (i) by the Board of Trustees of the Trust (the “Board of Trustees”) on February 23, 2017 and August 24, 2017 and (ii) by the Pricing Committee of the Board of Trustees on September 13, each certified pursuant to the Secretary’s Certificate (collectively, the “Board Resolutions”);
(x) a copy of a certificate, dated the date hereof, from the Secretary of State of the State of Delaware with respect to the Trust’s existence and good standing in the State of Delaware; and
(xi) an executed copy of the Underwriting Agreement.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Trust and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Trust and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all

Ellsworth Growth and Income Fund Ltd
September 14, 2017
Page 3
documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Trust and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate and the factual representations and warranties contained in the Underwriting Agreement.
We do not express any opinion as to any laws other than the DSTA.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite statutory trust action on the part of the Trust under the DSTA and, when the issuance of the Shares has been duly registered in the share record books of the Trust and the Shares are delivered to and paid for by the underwriters in accordance with the Underwriting Agreement and Board Resolutions, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also hereby consent to the reference to our firm under the headings “Legal Matters” in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Securities Act Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

|  | Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP

T.A.D.