Exhibit 99.(n)(2)
CONSENT OF COUNSEL
We consent to the reference to our Firm under the heading “Counsel” in Post-Effective Amendment No. 4 to the Fund’s Registration Statement on Form N-2 of Oaktree Diversified Income Fund Inc. as filed with the Securities and Exchange Commission on or about April 29, 2024.
| /s/ Paul Hastings LLP |
PAUL HASTINGS LLP
New York, New York
April 29, 2024