KRAMER LEVIN NAFTALIS & FRANKEL LLP
November 14, 2008
Oppenheimer Dividend Growth Fund
6803 South Tucson Way
Centennial, Colorado 80112
and
Oppenheimer Rising Dividends Fund, Inc.
6803 South Tucson Way
Centennial, Colorado 80112
Ladies and Gentlemen:
This opinion is being furnished to you in connection with the
reorganization (the "Reorganization") of Oppenheimer Dividend Growth Fund (the
"Target Fund") into Oppenheimer Rising Dividends Fund, Inc. (the "Acquiring
Fund") pursuant to the Agreement and Plan of Reorganization (the "Agreement")
dated as of November 7, 2008, between the Target Fund and the Acquiring Fund.
In the Reorganization, the Target Fund will transfer substantially all of
its assets to the Acquiring Fund solely in exchange for voting shares of the
Acquiring Fund and the assumption by the Acquiring Fund of certain liabilities
of the Target Fund. The Target Fund will distribute the shares of the Acquiring
Fund received in the Reorganization pro rata to its shareholders in exchange for
their Target Fund shares and will liquidate pursuant to the Agreement.
All capitalized terms used in this opinion and not defined herein have the
respective meanings assigned to them in the Agreement and the Combined Proxy
Statement and Prospectus included in the registration statement on Form N-14,
Registration No. 333-152572, as amended, filed by the Acquiring Fund with the
Securities and Exchange Commission on September 10, 2002 ("Proxy Statement').
For purposes of the opinion set forth below, we have reviewed and relied
upon (i) the Agreement, (ii) the Proxy Statement, and (iii) such other
documents, records, and instruments as we have deemed necessary or appropriate
as a basis for our opinion. In addition, in rendering our opinion we have relied
upon certain statements and representations, which we have neither investigated
nor verified, made by the Target Fund, the Acquiring Fund, and OppenheimerFunds,
Inc., the investment adviser to the Target Fund and the Acquiring Fund (the
"Certified Representations"), including, inter alia, that:
(a) there is no plan or intention by the Acquiring Fund or any person
related to the Acquiring Fund (as defined in Treasury
Regulationss.1.368-1(e)(4)), or any partnership in which the Acquiring Fund or
any such related person is a partner, to acquire or redeem any of the shares of
the Acquiring Fund issued in the Reorganization either directly or through any
transaction, agreement, or arrangement with any other person, other than
redemptions in the ordinary course of the Acquiring Fund's business as an
open-end investment company, pursuant to section 22(e) of the Investment Company
Act of 1940;
(b) the fair market value of the Acquiring Fund shares received by each
shareholder of the Target Fund will be approximately equal to the fair market
value of the Target Fund shares exchanged therefor;
(c) each of the Target Fund and the Acquiring Fund is qualified as a
regulated investment company, as defined in section 851 of the Internal Revenue
Code of 1986, as amended (the "Code"); and
(d) the Acquiring Fund will acquire at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair market value of the
gross assets held by the Target Fund immediately prior to the Reorganization,
taking into account the assets specified in the Certified Representations.
We also have obtained such additional information and representations as we
have deemed relevant and necessary through consultation with the officers and
directors of the Target Fund and the Acquiring Fund, as well as with other
professionals engaged by them. We have assumed, with your consent, that all
documents reviewed by us are originals or photocopies that faithfully reproduce
the originals thereof, that all such documents have been or will be duly
executed to the extent required, that all representations and statements set
forth in such documents are true, correct, complete, and not breached, that no
actions that are inconsistent with such representations and statements will be
taken, and that all obligations imposed by any such documents on the parties
thereto have been or will be performed or satisfied in accordance with their
terms. We have further assumed that all representation made in the Certified
Representations "to the best knowledge of any person will be true, correct, and
complete as if made without such qualification.
Based upon the foregoing, and subject to the qualifications set forth
below, it is our opinion that, for federal income tax purposes:
(a) the transfer by the Target Fund of substantially all of its assets to
the Acquiring Fund solely in exchange for voting shares of the Acquiring Fund
and the assumption by the Acquiring Fund of certain liabilities of the Target
Fund, the distribution of the shares of the Acquiring Fund received by the
Target Fund pro rata to its shareholders in exchange for their Target Fund
shares, and the subsequent liquidation of the Target Fund, all pursuant to the
Agreement, will constitute a "reorganization" within the meaning of section
368(a)(1) of the Code;
(b) the Target Fund and the Acquiring Fund will each be "a party to a
reorganization" within the meaning of section 368(b) of the Code;
(c) under section 354 of the Code, the shareholders of the Target Fund will not
recognize any gain or loss on the exchange of their shares of the Target Fund
for shares of the Acquiring Fund in the Reorganization;
(d) under sections 361 and 357 of the Code, the Target Fund will not
recognize any gain or loss by reason of the transfer of substantially all of its
assets in exchange for shares of the Acquiring Fund and the assumption of
certain of its liabilities by the Acquiring Fund in the Reorganization, or upon
the distribution to its shareholders of shares of the Acquiring Fund in the
Reorganization;
(e) under section 1032 of the Code, the Acquiring Fund will not recognize
any gain or loss on the receipt of substantially all of the assets of the Target
Fund in exchange for shares of the Acquiring Fund and the assumption of certain
liabilities of the Target Fund in the Reorganization;
(f) under section 358 of the Code, the aggregate tax basis of the shares of
the Acquiring Fund received by each shareholder of the Target Fund in the
Reorganization will be the same as the aggregate tax basis of the shares of the
Target Fund exchanged therefor by such shareholder; and
(g) under section 1223(1) of the Code, the holding period of each former
shareholder of the Target Fund in the shares of the Acquiring Fund received in
the Reorganization will include the period during which such shareholder held
the Target Fund shares exchanged therefor, if such shares of the Target Fund
were held as a capital asset at the time of the Reorganization;
(h) under section 362(b) of the Code, the Acquiring Fund's adjusted tax bases in
the assets received from the Target Fund in the Reorganization will be the same
as the adjusted tax bases of such assets in the hands of the Target Fund
immediately prior to the Reorganization;
(i) under section 1223(2) of the Code, the Acquiring Fund's holding periods
in the assets received from the Target Fund in the Reorganization will include
the holding periods of such assets in the hands of the Target Fund immediately
prior to the Reorganization.
(j) shareholders of the Acquiring Fund will not recognize any gain or loss
upon the receipt by the Acquiring Fund of substantially all of the assets of the
Target Fund.
This opinion does not address the tax consequences arising from contracts
or securities on which gain or loss is recognized solely as a result of the
close of the taxable year of the Target Fund due to the Reorganization. Our
opinion, which is not binding on the Internal Revenue Service or the courts, is
based upon existing statutory, regulatory, and administrative and judicial
authority, any of which may be changed at any time with retroactive effect to
the detriment of the Acquiring Fund, the Target Fund, and/or their shareholders.
We do not undertake to advise you as to any changes after the date of this
opinion in the above-referenced authorities that may affect our opinion unless
we are specifically requested to do so. As noted above, our opinion is based
solely on the documents that we have examined, the assumptions we have made, the
additional information that we have obtained, and the representations that have
been made to us. Our opinion cannot be relied upon if any of the facts contained
in such documents, such additional information, or any of our assumptions or the
representations made to us is, or later becomes, inaccurate. Finally, our
opinion is limited to the tax matters specifically stated above, and we have not
been asked to address, nor have we addressed, any other matters relating to the
Reorganization, the Acquiring Fund, the Target Fund, or any investment in or by
the Acquiring Fund or the Target Fund.
This opinion is intended for the exclusive use of the Target Fund and the
Acquiring Fund. This opinion may not be circulated or relied upon by any other
person or entity or for any other purpose without our prior consent.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
Kramer Levin Naftalis & Frankel LLP
IRS Circular 230 disclosure:
To ensure compliance with requirements imposed by the Internal Revenue
Service, we inform you that any tax advice contained in this communication was
not intended or written to be used, and cannot be used, for the purpose of (i)
avoiding tax-related penalties under the Internal Revenue Code or (ii)
promoting, marketing or recommending to another party any matter[s] addressed
herein.
Oppenheimer Rising Dividends Fund
Filed: 3 Dec 08, 12:00am