[GRAPHIC OMITTED][GRAPHIC OMITTED] June 18, 2003 NYDB01 17147481.4 061703 1219E 99566200 NYDB01 17147481.4 061703 1219E 99566200 Brussels Charlotte Chicago Cologne Frankfurt Houston London Los Angeles Manchester New York Palo Alto Paris Washington, D.C. Independent Mexico City Correspondent: Jauregui, Navarrete, Nader y Rojas, S.C. Mayer, Brown, Rowe & Maw is a U.S. General Partnership. We operate in combination with our associated English partnership in the offices listed above. [GRAPHIC OMITTED][GRAPHIC OMITTED] June 18, 2003 1675 Broadway New York, New York 10019-5820 Main Tel (212) 506-2500 Main Fax (212) 262-1910 www.mayerbrownrowe.com Oppenheimer MidCap Fund 6803 South Tucson Way Centennial, Colorado 80112 Ladies and Gentlemen: This opinion is being furnished to Oppenheimer MidCap Fund, a Massachusetts business trust ("MidCap"), in connection with the Registration Statement on Form N-14 (the "Registration Statement") under the Securities Act of 1933, as amended (the "1933 Act"), by MidCap in connection with the acquisition by MidCap of substantially all the assets of Gartmore Millennium Growth Fund II, a series of Oppenheimer Select Managers, a Massachusetts business trust ("OSM-Gartmore"), in exchange for shares of beneficial interest of MidCap ("Shares") and the assumption by MidCap of certain stated liabilities of OSM-Gartmore pursuant to an Agreement and Plan of Reorganization dated as of April 28, 2003 (the "Reorganization Agreement"). We have examined such statutes, regulations, corporate records and other documents and reviewed such questions of law as we deemed necessary or appropriate for the purposes of this opinion. As to matters of Massachusetts law contained in this opinion, we have relied upon the opinion of Kushner & Sanders LLP, dated the date hereof. Based upon the foregoing, we are of the opinion that the Shares when issued, as described in the Reorganization Agreement, will be duly authorized and, assuming receipt of the consideration to be paid therefor, upon delivery as provided in the Reorganization Agreement, will be validly issued, fully paid and non-assessable (except for the potential liability of shareholders described in MidCap's Statement of Additional Information dated December 23, 2002 under the caption "Shareholder and Trustee Liability").
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us as legal counsel to MidCap in the Prospectus forming a part of the Registration Statement. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Mayer, Brown, Rowe & Maw