EXHIBIT 12

Eugene Trowbridge, CCIM Partner  _________   Jillian Sidoti, CCIM Partner  _________   Nancee Tegeder Associate Attorney   Jonathan Nieh Associate Attorney  _________    _________   Mailing Address:  38977 Sky Canyon Drive Suite 101 Murrieta CA, 92563   Email: company@crowdfundinglawyers.net   Office: (323) 799-1342   Website: www.CrowdfundingLawyers.net July 30, 2018   Re: Offering Circular for Keystone Investors – Urban Node Fund II, LP on Form 1-A   To whom it may concern:   I have been retained by Keystone Investors – Urban Node Fund II, LP (the "Company"), in connection with the Offering Circular (the "Offering Circular") on Form 1-A, relating to the offering of 1,000,000 Class A Membership Interests to be sold. You have requested that I render my opinion as to whether or not the securities proposed to be issued on terms set forth in the Offering Circular will be validly issued, fully paid, and non-assessable. The purchasers of the securities will have no obligation to make payments to the Company other than the price for the securities. Purchasers will not have any obligations to creditors of the Company due to the purchasers’ ownership of the Preferred Membership Interests.   In connection with the request, I have examined the following:   1. Articles of Organization of the Company; 2. Partnership Agreement of the Company; and 3. The Offering Circular   I have examined such other corporate records and documents and have made such other examinations, as I have deemed relevant.   Based on the above examination, I am of the opinion that the securities of the Company to be issued pursuant to the Offering Circular are validly authorized and will be validly issued, fully paid and non-assessable.   //

 

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I hereby consent to the filing of this opinion as an exhibit and to the Offering Circular and to the reference to our firm under “Experts” in the related Offering Circular. In giving the foregoing consent, we do not hereby 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 Securities and Exchange Commission.

Sincerely,

/s/

Jillian Ivey Sidoti, Esq.

Securities Counsel

38730 Sky Canyon Drive, Ste A, Murrieta, CA 92563

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