[FORM OF OPINION OF COUNSEL] _______, 2008 Oppenheimer Variable Account Funds, on behalf of Oppenheimer Core Bond Fund/VA 6803 S. Tucson Way Englewood, CO 80112 Dear Ladies and Gentlemen: This opinion is being furnished to Oppenheimer Variable Account Funds, a Massachusetts business trust, on behalf of Oppenheimer Core Bond Fund/VA (the "Fund"), in connection with the Registration Statement on Form N-14 (the "Registration Statement") under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended, filed by the Fund for the transfer of all of the assets of Government Securities Portfolio, a series of Panorama Series Fund, Inc., to Core Bond Fund/VA in exchange for Non-Service shares of Core Bond Fund/VA. As counsel for the Fund, we have examined such statutes, regulations, Fund records and other documents and reviewed such questions of law that we deemed necessary or appropriate for the purposes of this opinion. Based upon the foregoing, we are of the opinion that the foregoing shares to be transferred as described in the Combined Prospectus and Proxy Statement have been duly authorized and, assuming receipt of the consideration to be paid therefor, upon delivery as provided in the Combined Prospectus and Proxy Statement, will be legally and validly issued, fully paid and non-assessable (except for the potential liability of shareholders described in the Fund's Statement of Additional Information). We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us in 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. Sincerely, Allan B. Adams Myer, Swanson, Adams & Wolf, P.C.
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N-14 Filing
Oppenheimer Variable Account Funds N-14Registration statement for investment companies business combination
Filed: 18 Jan 08, 12:00am