(cont'd) Mayer, Brown, Rowe & Maw LLP September 12, 2003 Page 2 17161688 99565855 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 LLP operates in combination with our associated English limited liability partnership in the offices listed above. [GRAPHIC OMITTED][GRAPHIC OMITTED] September 12, 2003 Mayer, Brown, Rowe & Maw LLP 1675 Broadway New York, New York 10019-5820 Main Tel (212) 506-2500 Main Fax (212) 262-1910 www.mayerbrownrowe.com Oppenheimer Series Fund, Inc. 498 Seventh Avenue New York, NY 10018 Ladies and Gentlemen: This opinion is being furnished to Oppenheimer Series Fund, Inc., a Maryland Corporation the ("Corporation"), on behalf of its series Oppenheimer Value Fund ("Value"), in connection with the Registration Statement on Form N-14 (the "Registration Statement") under the Securities Act of 1933, as amended (the "1933 Act"), of the Corporation in connection with the acquisition by Value of substantially all the assets of Salomon Brothers All Cap Fund, a series of Oppenheimer Select Managers, a Massachusetts business trust ("Salomon Brothers All Cap"), in exchange for shares of the Corporation's common stock, par value $.001 per share, of Value ("Shares") and the assumption by Value of certain stated liabilities of Salomon Brothers All Cap 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 Maryland law contained in this opinion, we have relied upon the opinion of Piper Rudnick 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. 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 the Corporation 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 LLP ---------------------------- Mayer, Brown, Rowe & Maw LLP
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N-14/A Filing
Oppenheimer Series Fund N-14/ARegistration statement for investment companies business combination (amended)
Filed: 17 Sep 03, 12:00am