Exhibit (2)(l)

100 Oliver St. Boston, MA 02110 +1 617 728 7100 Main +1 617 275 8374 Fax www.dechert.com

December 19, 2023

CAZ Strategic Opportunities Fund

One Riverway, Suite 2000

Houston, Texas 77056

Ladies and Gentlemen:

We have acted as counsel to CAZ Strategic Opportunities Fund, a Delaware statutory trust (the “Fund”), in connection with the preparation and filing of a Registration Statement on Form N-2 (File Nos. 333-273837 and 811-23892) as originally filed on August 9, 2023 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and under the Investment Company Act of 1940, as amended, and as subsequently amended, including on September 27, 2023 and on or about the date hereof (the “Registration Statement”) relating to the proposed issuance of the Fund’s shares of beneficial interest (“Shares”).

In rendering the opinion expressed below, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Fund and others, and such other documents as we have deemed necessary or appropriate as a basis for rendering this opinion, including the following documents:

As to the facts upon which this opinion is based, we have relied, to the extent we deem proper, upon certificates of public officials and certificates and written statements of officers, trustees and representatives of the Fund without having independently verified such factual matters.

CAZ Strategic Opportunities Fund December 19, 2023 Page 2

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as copies. In addition, we have assumed (i) the legal capacity of natural persons and (ii) the legal power and authority of all persons signing on behalf of the parties to all documents (other than the Fund). We have further assumed that there has been no oral modification of, or amendment or supplement (including any express or implied waiver, however arising) to, any of the agreements, documents or instruments used by us to form the basis of the opinion expressed below.

On the basis of the foregoing and subject to the assumptions and qualifications set forth in this letter, we are of the opinion that when the Shares are issued and sold in the manner described in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.

We are members of the bar of the State of New York and the opinion expressed herein is limited to the Delaware Statutory Trust Act. We express no opinion as to compliance with the 1940 Act or other federal securities laws, or state securities laws, including the laws of the State of Delaware.

This opinion has been prepared for your use solely in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the date of this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.