EXHIBIT 12
Form of Tax Opinion Relating to the Reorganization
[Name and address of Tax Expert]
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Oppenheimer Trinity Large Cap Growth Fund
c/o OppenheimerFunds, Inc.
6803 S. Tucson Way
Centennial, CO 80112-3924
Oppenheimer Growth Fund
c/o OppenheimerFunds, Inc.
6803 S. Tucson Way
Centennial, CO 80112-3924
Ladies & Gentlemen:
REORGANIZATION OF OPPENHEIMER TRINITY LARGE CAP GROWTH FUND
INTO
OPPENHEIMER GROWTH FUND -
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
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You have requested the opinion of _________ (the "Tax
Experts") as to certain U.S. federal income tax
consequences in connection with the Agreement and Plan of
Reorganization, dated _______, 2003 (the "Plan"), between
Oppenheimer Trinity Large Cap Growth Fund (the "Target
Fund"), and Oppenheimer Growth Fund (the "Acquiring Fund")
pursuant to which: (i) Target Fund will transfer all of its
assets to Acquiring Fund solely in exchange for voting
shares of Acquiring Fund; (ii) Acquiring Fund will assume
the identified liabilities of Target Fund as listed on
Target Fund's Statement of Net Assets as of
___________(i.e., the "Closing Date" of this transaction);
(iii) Target Fund will distribute to its shareholders all
of the voting shares received from Acquiring Fund; and (iv)
Target Fund will be liquidated (the aforementioned items
(i), (ii), (iii), and (iv) hereinafter collectively
referred to as the ("Transaction"). Except as otherwise
provided, all terms not defined herein shall have the
meanings ascribed to them (or defined by reference) in the
Plan. In connection with the rendering of this opinion, the
Tax Experts has reviewed the registration statement filed
by the Acquiring Fund on Form N-14 with the Securities and
Exchange Commission relating to the Transaction (the
"Registration Statement") and the Plan. In addition, the
Tax Experts has reviewed and relied upon the
representations made by Target Fund, and Acquiring Fund in
their respective Representation Letters, dated
________________ (collectively, the "Representations").
FACTS AND ASSUMPTIONS
Target fund, a Massachusetts business trust, was
organized on May 6, 1999. Acquiring Fund was organized as a
Massachusetts business trust as a successor to a Maryland
corporation organized on September 30, 1996. Target Fund
and Acquiring Fund are open-end management investment
companies in accordance with the Investment Company Act of
1940 (the "1940 Act"), as amended. Both Target Fund and
Acquiring Fund have individually qualified and are expected
to qualify as regulated investment companies ("RICs")
within the meaning of Section 851 of the Internal Revenue
Code of 1986, as amended (the "Code") for all prior years
and the current year.
Both Target Fund and Acquiring Fund currently
maintain five classes of common shares. Neither Target Fund
nor Acquiring Fund permits cumulative voting. Class A
shares of Target Fund are subject to a 5.75 percent
front-end sales charge and 12b-1 service plan fees equal to
0.25 percent of average annual net assets of Class A
shares. Class B shares of Target Fund are subject to a
maximum contingent deferred sales charge of 5.00 percent as
well as an annual 0.75 percent asset-based sales charge.
Class C shares of Target Fund are subject to a maximum
contingent deferred sales charge of 1.00 percent as well as
an annual 0.75 percent asset-based sales charge. Class N
shares of Target Fund are subject to a maximum contingent
deferred sales charge of 1.00 percent as well as an annual
0.25 percent asset-based sales charge. Finally, Class Y
shares of Target Fund are not subject to any sales charges,
and are offered to certain institutional investors under a
special agreement with the distributor of the Target Fund's
shares.
Class A shares of Acquiring Fund are subject to a
5.75 percent front-end sales charge and 12b-1 service plan
fees equal to 0.25 percent of average annual net assts of
Class A shares. Class B shares of Acquiring Fund are
subject to a maximum contingent deferred sales charge of
5.00 percent as well as an annual 0.75 percent asset-based
sales charge. Class C shares of Acquiring Fund are subject
to a maximum contingent deferred sales charge of 1.00
percent as well as an annual 0.75 percent asst-based sales
charge. Class N shares of Acquiring Fund are subject to a
maximum contingent deferred sales charge of 1.00 percent as
well as an annual 0.25 percent asset-based sales charge.
Finally, Class Y shares of Acquiring Fund are not subject
to any sales charges, and are offered to certain
institutional investors under a special agreement with the
distributor of the Acquiring Fund's shares.
For what has been represented by Target Fund and
Acquiring Fund to be valid business reasons, the following
transaction is proposed:
1. Target Fund will transfer all of its assets to
Acquiring Fund solely in exchange for voting shares
of Acquiring Fund and the assumption by Acquiring
Fund of the liabilities of Target Fund;
2. Target Fund will distribute the voting shares of
Acquiring Fund received in the exchange to its
shareholders in exchange for their shares in Target
Fund; and
3. Target Fund will liquidate and dissolve in accordance
with the laws of Massachusetts, and terminate its
registration under the 1940 Act.
Acquiring Fund may sell up to 66 percent of the
assets received in the Transaction to unrelated purchasers
and will invest any proceeds of such sales consistent with
its investment objectives and policies.
REPRESENTATIONS
The following representations have been made in
connection with the Transaction:
(a) Each shareholder of Target Fund will receive in
the Transaction solely voting shares of Acquiring
Fund in exchange for shares of Target Fund.
(b) Pursuant to the Transaction, Target Fund
shareholders will receive fractional shares of
Acquiring Fund in exchange for their fractional
shares of Target Fund. No cash will be distributed in
lieu of fractional shares.
(c) The fair market value of the voting shares of
Acquiring Fund received by each shareholder of Target
Fund will be approximately equal to the fair market
value of the shares of Target Fund exchanged
therefore.
(d) Neither Acquiring Fund (in its capacity as the
issuing corporation as defined in Section 1.368-1(b)
of the Income Tax Regulations (the "Regulations") nor
any person related to Acquiring Fund, as defined in
Section 1.368-1(e)(3) of the Regulations, has or will
have (at the time of the Transaction) a plan or
intention to acquire, during the five-year period
beginning on the date of the Transaction and in
connection with the Transaction, Target Fund shares
with consideration other than Acquiring Fund shares,
or redeem any of the Acquiring Fund shares, or redeem
any of the Acquiring Fund shares issued in the
Transaction either directly or through any
transaction, agreement, or arrangement with any other
person.
(e) During the five-year period ending on the date
of the Transaction, neither Target Fund nor any
person related to Target Fund (as defined in Section
1.368-1(e)(3) of the Regulations) will have directly
or through any transaction, agreement or arrangement
with any other person, (1) acquired Target Fund
shares with consideration other than solely voting
shares of Acquiring Fund or Target Fund (other than
redemptions of Target Fund shares made pursuant to
Section 22(e) of the 1940 Act that were not in
connection with the Transaction), or (2) made
distributions with respect to Target Fund shares
(other than distributions made in the ordinary course
of business by Target Fund pursuant to the 1940 Act).
Therefore, Target Fund shareholders will not have
received consideration before the Transaction (either
in redemption of, or as a distribution with respect
to, Target Fund shares) that would be treated as
other property or money received in the Transaction
for purposes of Section 356 of the Code (or would be
so treated if Target Fund shareholders had also
received Acquiring Fund shares in exchange for Target
Fund shares).
(f) During the five-year period ending on the date
of the Transaction, neither Acquiring Fund nor any
person related to Acquiring Fund (as defined in
Section 1.368-1(e)(3) of the Regulations) will have
acquired, directly or through any transaction,
agreement or arrangement with any other person,
Target Fund shares with consideration other than
voting shares of Acquiring Fund.
(g) Acquiring Fund does not own, directly or
indirectly, nor has it owned during the past five
years, directly or indirectly, any stock of Target
Fund.
(h) There is no plan or intention by Target Fund
shareholders who own 5 percent or more of Target Fund
stock, and to the best of the knowledge of the
management of Target Fund, there is no plan or
intention on the part of any other shareholders of
Target Fund to redeem an amount of Acquiring Fund
stock received in the Transaction that would reduce
such Target Fund shareholders' ownership of Acquiring
Fund to a number of shares having a value, as of the
date of the Transaction, of less than 50 percent of
the value of all of the formerly outstanding Target
Fund stock as of the same date. For purposes of this
representation, shares of Target Fund stock exchanged
for cash or other property or surrendered by
dissenters will be treated as outstanding Target Fund
stock on the date of the Transaction. In addition,
Target stock and Acquiring Fund stock held by Target
Fund shareholders, and redeemed prior to or
subsequent to Transaction will be considered in
making this representation.
(i) The five classes of common shares issued by
Acquiring Fund are substantially similar to the
corresponding five classes of common shares issued by
Target Fund. Target Fund will exchange each share of
Target Fund for a share of the corresponding class of
shares of Acquiring Fund.
(j) 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 Target Fund immediately prior to
the Transaction. For purposes of this representation,
amounts used by Target Fund to pay its Transaction
expenses will be included as assets of Target Fund
held immediately prior to the Transaction.
(k) Target Fund will distribute the voting shares
of Acquiring Fund it receives in the Transaction in
pursuance of the Plan.
(l) Immediately after the Transaction, the former
shareholders of Target Fund will not be in control of
Acquiring fund within the meaning of Section
368(a)(2)(H) of the Code.
(m) After the Transaction, Acquiring Fund will use
the assets acquired from the Target Fund in its
business and has no plan or intention to sell or
otherwise dispose of any of the assets of the Target
Fund acquired in the Transaction, except for
dispositions made in the ordinary course of business,
or transfers described in Section 368(a)(2)(C) of the
Code. In addition, Acquiring Fund may sell up to 66
percent of the assets acquired from Target Fund in
the Transaction. Any proceeds will be invested in
accordance with Acquiring Fund's investment
objectives.
(n) Following the Transaction, Acquiring Fund will
continue the historical business of Target Fund or
use a significant portion of the Target Fund's
historical business assets in a business.
(o) Acquiring Fund will assume all of Target Fund's
liabilities identified on Target Fund's Statement of
Net Assets as of the Closing Date, and such
liabilities were or will have been incurred by Target
Fund in the ordinary course of business. No other
person related to Acquiring Fund will assume any
Target Fund liability in the Transaction.
(p) The liabilities of Target Fund to be assumed by
Acquiring Fund and the liabilities to which the
transferred assets of the Target Fund will be subject
will have incurred by Target Fund in the ordinary
course of its business.
(q) Target Fund and Target Fund shareholders,
respectively, will pay all of their own expenses
relating to the Transaction whether or not those
expenses are solely and directly related to the
Transaction, and whether or not the Transaction is
consummated. Acquiring Fund will pay its expenses
that are solely and directly related to the
Transaction, if any, whether or not the Transaction
is consummated. Neither Acquiring Fund nor Acquiring
Fund shareholders will pay any of the expenses of
either Target Fund or of Target Fund shareholders.
(r) There will be no intercorporate indebtedness
existing at the time of the Transaction between
Acquiring Fund and Target Fund that will have been
issued, acquired , or settled at a discount.
(s) The fair market value of the assets of Target
Fund transferred to Acquiring Fund will equal or
exceed the sum of the liabilities assumed by
Acquiring Fund plus the amount of liabilities, if
any, to which the transferred assets are subject.
(t) Acquiring Fund and Target Fund have each
qualified, and will qualify at the time of the
Transaction, as a regulated investment company within
the meaning of Section 368(a)(2)(F) and 851 of the
Code. After the Transaction, Acquiring Fund intends
to continue to so qualify.
(u) Neither Acquiring Fund nor Target Fund will
have acquired any options, warrants, or rights with
respect to Target Fund shares pursuant to the
Transaction.
(v) Target is not and will not be under the jurisdiction
of a court in a title 11 or similar case within the
meaning of Section 368(a)(3)(A) of the Code.
(w) Target Fund will have at the time of the
Transaction no options, warrants or rights
outstanding with respect to its shares. Target Fund
will not have redeemed any options, warrants, or
rights with respect to its shares pursuant to the
Transaction.
(x) Target Fund has not filed an election pursuant
to Notice 88-19, 1988-1 C.B. 486, or Section
1.337(d)-5T of the Temporary Income Tax Regulations,
to be subject to rules similar to the rules of
Section 1374 of the Code with respect to any net
built-in gain on any assets acquired from another
corporation.
SCOPE OF OPINIONS
The opinions expressed herein are rendered only with
respect to the specific matters discussed herein. We
express no opinion with respect to any other federal or
state income tax or legal aspect of the Transaction and no
inference should be drawn with respect to any matter not
expressly opined upon.
Our opinions are based upon the FACTS AND ASSUMPTIONS
and REPRESENTATIONS set forth above. If any of the
above-stated facts, assumptions, or Representations are not
entirely complete or accurate, it is imperative that we be
informed immediately, as the inaccuracy or incompleteness
could have a material effect on our conclusions. In
rendering our opinions, we are relying upon the relevant
provisions of the Code, the regulations thereunder, and
judicial and administrative interpretations thereof, all as
of the date of this letter. However, all the foregoing
authorities are subject to change or modification by
subsequent legislative, regulatory, administrative, or
judicial decisions that can be retroactive in effect and,
therefore, could also affect our opinions. We assume no
responsibility to update our opinions for any such change
or modification. The opinions contained herein are not
binding upon the Internal Revenue Service, any other tax
authority or any court, and no assurance can be given that
a position contrary to that expressed herein will not be
asserted by a tax authority and ultimately sustained by a
court.
To the best of our knowledge (including such due
diligence as we have performed), our opinions are not based
on unreasonable factual or legal assumptions (including
assumptions as to future events) and we have not
unreasonably relied on the REPRESENTATIONS, statements,
finding, or agreements of any person.
In connection with the rendering of these opinions we
have reviewed the Registration Statement including the
Plan. We have not made any independent investigation of the
FACTS AND ASSUMPTIONS or the REPRESENTATIONS involved in
the Transaction discussed herein. We have not examined any
agreement to determine whether it complies with applicable
federal, state, or local law. We have assumed that all
actions required to effect the Transaction have been, are,
and will be effectuated in accordance with applicable
federal, state, and local law and the terms of any relevant
agreements.
The opinions expressed herein are for the exclusive
benefit of Target Fund, Acquiring Fund, and their
respective shareholders and may not be relied upon for any
other purpose, or used, circulated, quoted or relied upon
by any other person or entity without our prior written
consent.
OPINIONS
Based upon the FACTS AND ASSUMPTIONS and
REPRESENTATIONS as set forth above, and subject to the
conditions and limitations included in the portion of this
letter entitled SCOPE OF OPINION, it is the opinion of the
Tax Experts that the following federal income tax
consequences will result from the Transaction:
1. The acquisition by Acquiring Fund of substantially
all of the assets of Target Fund, solely in exchange
for the exchange for the voting shares of Acquiring
Fund and the assumption of the identified liabilities
of Target Fund by Acquiring Fund, followed by the
distribution by Target Fund of the shares of
Acquiring Fund in complete liquidation to the
shareholders of Target Fund in exchange for their
Target Fund shares, will constitute reorganization
within the meaning of Section 368(a)(1)(C) of the
Code. Target Fund and Acquiring Fund will each be a
"party to a reorganization" within the meaning of
Section 368(b) of the Code.
2. Target Fund's shareholders will not recognize gain or
loss on their receipt of solely voting shares of
Acquiring Fund in exchange for the voting shares of
Target Fund pursuant to the Transaction in accordance
with Section 354(a)(1) of the Code.
3. Target Fund will not recognize gain or loss on the
transfer of all of its assets to Acquiring Fund
solely in exchange for voting shares of Acquiring
Fund and the Assumption by Acquiring Fund of Target
Fund liabilities pursuant to the Transaction in
accordance with Sections 361(a) and 357(a) of the
Code.
4. Target Fund will not recognize gain or loss on its
distribution of voting shares of Acquiring Fund to
its shareholders pursuant to the liquidation of
Target Fund in accordance with Section 361(c) of the
Code.
5. Acquiring Fund will not recognize gain or loss on its
acquisition of all of the assets of Target Fund
solely in exchange for voting shares of Acquiring
Fund and the assumption by Acquiring Fund of Target
Fund's liabilities in accordance with Section 1032
(a) of the Code.
6. The basis of the voting shares of Acquiring Fund
received by Target Fund's shareholders pursuant to
the Transaction will equal the basis of the voting
shares of Target Fund surrendered in exchange
therefore in accordance with Section 358(a)(1) of the
Code.
7. The holding period of the voting shares of Acquiring
Fund received by a Target Fund shareholder pursuant
to the Transaction will include the period that the
shareholder held the voting shares of Target Fund
exchanged therefore, provided that the shareholder
held such shares as a capital asset on the date of
the Transaction in accordance with Section 1223(1) of
the Code.
8. Acquiring Fund's basis in the assets of Target Fund
received pursuant to the Transaction will equal
Target Fund's basis in the assets immediately before
the Transaction in accordance with Section 362(b) of
the Code.
9. Acquiring Fund's holding period in Target Fund assets
received pursuant to the Transaction will include the
period during which Target Fund held the assets in
accordance with Section 1223(2) of the Code.
10. Acquiring Fund will succeed to and take into account
the items of Target Fund described in Section 381(c)
of the Code, including the earnings and profits, or
deficit in earnings and profits, of Target Fund as of
the date of the Transaction. Acquiring Fund will take
these items into account subject to the conditions
and limitations specified in Sections 381, 382, 383
and 384 of the Code and applicable Regulations
thereunder.
Very truly yours
Oppenheimer Growth Fund (OPSBX) Inactive
Filed: 6 Jun 03, 12:00am