EXHIBIT 11(i)
Form of Opinion and Consent of Counsel
MAYER, BROWN, ROWE & MAW
1675 BROADWAY
NEW YORK, NEW YORK 10019-5820
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Oppenheimer Trinity Large Cap Growth Fund
c/o OppenheimerFunds, Inc.
6803 S. Tucson Way
Centennial, CO 80112
Ladies and Gentlemen:
We have acted as counsel for Oppenheimer Growth Fund,
a Massachusetts business trust ("Growth Fund"), in
connection with the transactions contemplated by that
certain Agreement and Plan of Reorganization dated as of
April 17, 2003 (the "Agreement") by and between Growth
Fund, and Oppenheimer Trinity Large Cap Growth Fund, a
Massachusetts business trust ("Trinity Large Cap Growth
Fund").
We are rendering this opinion pursuant to Section 11C
of the Agreement. Unless otherwise specified, all
capitalized terms used herein shall have the respective
meanings attributed to them in the Agreement.
In rendering our opinion, we have made such legal
examinations and inquiries and examined such documents, as
we have deemed necessary or appropriate for the purposes of
rendering this opinion. In such examination, we have
assumed the authenticity of all documents submitted to us
as originals and the conformity to original documents of
all copies submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of
such latter documents. In connections with the opinions
expressed herein, we have relied as to factual matters on
representations made by Growth Fund in the Agreement and in
other documents, instruments and certificates delivered to
us in connection with the transactions contemplated by the
Agreement. We have also relied upon certificates of public
officials and officers of Growth Fund and upon other
information we have obtained in the course of our
representation of Growth Fund in connection with the
transactions contemplated by the Agreement. Anything to the
contrary contained herein notwithstanding, to the extent
any opinion set forth herein relates to the business or
assets of Growth Fund, our opinion is based solely on the
business, assets, agreements, contracts, judgments, orders
and decrees actually known to those lawyers currently
members of or employed by our firm or identified by
officers of Growth Fund in the Agreement and in other
documents, instruments and certificates delivered to us in
connection with the transactions contemplated by the
Agreement, without any independent examination or inquiry
on our part.
Based on the foregoing we are of the opinion that:
1. Growth Fund is a corporation duly organized, validly
existing and in good standing under the laws of the
Commonwealth of Massachusetts with full power to
carry on its business as described in its charter and
now being conducted and to enter into and perform the
Agreement.
2. All action necessary to make the Agreement, according
to its terms, valid, binding and enforceable upon
Growth Fund in accordance with its terms, and to
authorize effectively the transactions contemplated
by the Agreement have been taken by Growth Fund.
3. The Agreement has been duly authorized, executed and
delivered by Growth Fund, and, assuming that the
Registration Statement complies with the Securities
Act of 1933, as amended (the "1933 Act"), the
Securities Exchange Act of 1934, as amended (the
"1934 Act") and the Investment Company Act of 1940,
as amended (the "1940 Act") and the regulations
thereunder and assuming due authorization, execution
and delivery of the Agreement by Trinity Large Cap
Growth Fund, is a valid and binding obligation of
Growth Fund, enforceable against Growth Fund, in
accordance with its terms, subject as to enforcement
to bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other laws
relating to or affecting creditors rights and to
general equity principles (regardless of whether
considered in a proceeding in law or in equity),
equitable defenses and the discretion of the court
before which any proceeding for specific performance,
injunction or other forms of equitable relief may be
brought.
4. The execution and delivery of the Agreement did not,
and the consummation of the transactions contemplated
thereby will not, violate Growth Fund's Declaration
of Trust or By-laws.
5. To our knowledge, no consent, approval, authorization
or order of any court or governmental authority of
the United States or any state is required for the
consummation by Growth Fund of the transactions
contemplated in the Agreement, except such as have
been obtained under the 1933 Act, the 1934 Act and
the 1940 Act and such as may be required under state
securities laws.
6. The shares of Growth Fund to be issued in accordance
with the Agreement are duly authorized and, when
issued, sold and delivered to Trinity Large Cap
Growth Fund, in accordance with the terms of the
Agreement against payment therefore, will be duly and
validly issued, fully paid and non-assessable.
We are members of the bar of the State of New York
and express no opinion as to the laws of any jurisdiction
other than the federal laws of the United States of America
and the laws of the State of New York. In particular, we do
not hold ourselves out as qualified to practice with
respect to the laws of the Commonwealth of Massachusetts
and, to the extent that the opinions expressed herein
relate to the laws of the Commonwealth of Massachusetts, we
have relied exclusively, with your consent, upon the
opinion of ____________, dated ______________ and our
opinions set forth herein are subject to all limitations,
exceptions and qualifications contained in such opinion as
if set forth herein in full. Further, we express no opinion
as to the state securities or blue sky laws of any
jurisdiction.
This opinion is solely for the benefit of Trinity
Large Cap Growth Fund and may not be provided to or relied
on by any other person without our prior written consent.
Our opinion is based on and limited to the current status
of the law, and is subject in all respects to, and may be
limited by, future rules, regulations and legislation, as
well as developing case law. We do not undertake to notify
any person of changes in facts or law occurring or coming
to our attention after the delivery of this opinion.
Very truly yours
Oppenheimer Growth Fund (OPSBX) Inactive
Filed: 6 Jun 03, 12:00am