EXHIBIT 11(ii)
Form of Opinion and Consent of Counsel
MAYER, BROWN, ROWE & MAW
1675 BROADWAY
NEW YORK, NEW YORK 10019-5820
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Oppenheimer Growth Fund
c/o OppenheimerFunds, Inc.
6803 S. Tucson Way
Centennial, CO 80112
Ladies and Gentlemen:
We have acted as counsel for Oppenheimer Trinity
Large Cap Growth Fund, a Massachusetts business trust
("Trinity Large Cap 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 Trinity Large Cap Growth Fund,
and Oppenheimer Growth Fund, a Massachusetts business
trust("Growth Fund").
We are rendering this opinion pursuant to Section 10B
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 Trinity Large Cap 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 Trinity Large Cap Growth Fund and upon other information
we have obtained in the course of our representation of
Trinity Large Cap 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 Trinity Large Cap 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 Trinity Large Cap 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. Trinity Large Cap Growth Fund is an unincorporated
voluntary association 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
Trinity Large Cap Growth Fund in accordance with its
terms, and to authorize effectively the transactions
contemplated by the Agreement have been taken by
Trinity Large Cap Growth Fund.
3. The Agreement has been duly authorized, executed and
delivered by Trinity Large Cap 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 Growth Fund, is a valid and binding
obligation of Trinity Large Cap Growth Fund,
enforceable against Trinity Large Cap 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 Trinity Large Cap 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 Trinity Large Cap 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.
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 Kushner & Sanders LLP, 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