SecProbe.io

CORRESP
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Faegre
Drinker Biddle & Reath LLP

320
South Canal Street, Suite 3300

Chicago,
IL 60606

(312)
569-1000 (Phone)

(312)
569-3000 (Facsimile)

www.faegredrinker.com

February
20, 2025

VIA
EDGAR TRANSMISSION

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Lauren Hamilton and Lisa Larkin

Re: RiverNorth
Opportunistic Municipal Income Fund, Inc. (the “Fund” or the “Registrant”) (File Nos. 333-281401; 811-23366);
Response to Examiner Comments on N-2

Dear
Ms. Hamilton:

This
letter responds to the comments provided by Ms. Hamilton via telephone on November 19, 2024 in connection with your review of
the Fund’s above-referenced registration statement (“Registration Statement”) on Form N-2. The changes to the
Fund’s disclosure discussed below will be reflected in Pre-Effective Amendment No. 2 to the Fund’s Registration Statement
(the “Revised Registration Statement”).

For
your convenience, we have repeated each comment below in bold, and our responses follow your comments. Capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.

ACCOUNTING
COMMENTS

 1. The
                                         “Use of Leverage” section of the Prospectus states the following: “With
                                         respect to the Fund’s anticipated investments in TOB Residuals issued by a tender
                                         option bond trust (as further discussed below under “-Tender Option Bonds”),
                                         the Fund will treat such instruments as derivatives in compliance with Rule 18f-4 under
                                         the 1940 Act.” Please explain why the Fund includes asset coverage ratios in the
                                         Financial Highlights consistent with the treatment of TOB residuals as senior securities.

The
Fund confirms that the TOB transactions are treated as derivatives in compliance with Rule 18f-4 under the Investment Company
Act of 1940. The Fund notes that the asset coverage ratios with respect to floating rate obligations in the Fund’s Financial
Highlights were inadvertently included in the Fund’s annual report and will be removed in future shareholder reports.

 2. With
                                         respect to the Fee Table that is incorporated by reference to the Fund’s Form N-CSR,
                                         please supplementally explain why footnote 8 references an expense limitation although
                                         the Fund has no current expense limitation in place.

The
Fund confirms that the above-referenced disclosure will be revised accordingly.

 3. Footnote
                                         8 to the Fee Table that is incorporated by reference to the Fund’s Form N-CSR states
                                         the following: “The example assumes that the estimated “Other expenses”
                                         set forth in the table are accurate and that all dividends and distributions are reinvested
                                         at NAV and that the Fund is engaged in leverage of 36.83% of Managed Assets, assuming
                                         interest and fees on leverage of 4.10%. The interest and fees on leverage is expressed
                                         as an interest rate and represents interest and fees payable on the Credit Agreement.
                                         Actual expenses may be greater or less than those shown. Moreover, the Fund’s actual
                                         rate of return may be greater or less than the hypothetical 5% annual return shown in
                                         the example.” Please explain why this disclosure does not refer to the TOB transactions
                                         that are disclosed in Footnotes 4 and 5 or revise Footnote 8 to include such transactions.

The
Fund confirms that the disclosure included in Footnote (8) will be revised to reflect the TOB transactions in the Revised Registration
Statement.

We
trust that the foregoing is responsive to your comments. Questions and comments concerning this filing may be directed to the
undersigned at (312) 569-1107.

    Sincerely,

    /s/
    David L. Williams

    David
    L. Williams