Exhibit 1a-12

Tel: (949) 379-2600 Fax: (949) 379-2610

90 Discovery Irvine, California 92618 www.geracilawfirm.com

Anthony F. Geraci* Christina L. Geraci Paul Sievers Gregory M. Lee Sabine Wromar Amy E. Martinez Dennis R. Baranowski Nema Daghbandan Jaspreet Kaur Melissa Martorella Kevin S. Kim Jenny Park   * Admitted in Arizona &New Jersey

March 11, 2016

CF FUND II, LLC

3440 Lehigh Street Box 163

Allentown, PA 18103

Re:          Filing Regulation A Form 1-A.

Ladies and Gentlemen:

We have acted as special counsel to CF FUND II, LLC, a Pennsylvania limited liability company (the “Company”), in connection with its preparation and filing with the Securities and Exchange Commission of a Offering Statement via Form 1-A as set forth under Regulation A (the “Offering Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to debt instruments offered by the Company (the “Notes”).

In rendering the opinion set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the Offering Statement; the Articles of Organization of the Company, as amended; the Operating Agreement of the Company; the Offering Circular; and such corporate records, certificates of public officials and other documentation as we have deemed necessary or appropriate.  We have assumed, without independent investigation, the genuineness of all signatures and the conformity to original documents of all documents submitted to us as certified, photostatic, reproduced, or conformed copies.  As to certain matters of fact, both expressed and implied, we have relied upon representations, statements or certificates of officers of the Company.

Based upon the above, and subject to the stated assumptions, we are of the opinion that, when issued in accordance with the terms of the Offering Circular, the Notes will be duly authorized, validly issued, fully paid and non-assessable.

Our opinion set forth herein is limited to the limited liability company law of the State of Pennsylvania and to the extent that judicial and regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations for governmental authorities are relevant, to those required under such law.  We express no opinion and make no representation with respect to any other laws or the law of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement and Form 1-A and to any references to this firm in any prospectus contained therein.  In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or any other document or agreement involved with the issuance of the Notes. We assume no obligation to advise you of facts, circumstances, events or developments which may hereafter be brought to our attention and which may alter, affect, or modify the opinions expressed herein.

Please feel free to contact me if you have any questions at the above contact information.

Enclosures