FORM OF TAX OPINION [_______________, 2008] [Bell, Boyd & Lloyd LLP] The Board of Directors Panorama Series Fund, Inc. 6803 South Tucson Way Centennial, Colorado 80112 The Board of Trustees Oppenheimer Variable Account Funds 6803 South Tucson Way Centennial, Colorado 80112 Re: Reorganization of Panorama Government Securities Portfolio into Oppenheimer Core Bond Fund/VA Ladies and Gentlemen: We have acted as counsel in connection with the Agreement and Plan of Reorganization dated as of November 30, 2007 (the "Reorganization Agreement"), by and between Panorama Series Fund, Inc., a Maryland corporation, on behalf of its series, Panorama Government Securities Portfolio (the "Target Fund"), and Oppenheimer Variable Account Funds, a Massachusetts business trust, on behalf of its series Oppenheimer Core Bond Fund/VA (the "Acquiring Fund"). Pursuant to the Agreement, the Acquiring Fund will acquire substantially all of the assets of the Target Fund in exchange for shares of the Acquiring Fund and the Acquiring Fund will assume certain liabilities of the Target Fund, following which the Acquiring Fund shares received by the Target Fund will be distributed by the Target Fund to its shareholders in liquidation of the Target Fund (such transactions are referred to collectively as the "Reorganization"). In connection with the Reorganization, you have requested that we provide, pursuant to Sections 10.H. and 11.E. of the Reorganization Agreement, an opinion regarding the treatment of the Reorganization under the Internal Revenue Code of 1986, as amended (the "Code"). In rendering this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Reorganization Agreement, (ii) the Registration Statement on Form N-14 for the Reorganization, and the Proxy Statement and Prospectus and other documents, exhibits, attachments and schedules contained therein, (iii) written representations of OppenheimerFunds, Inc. (the "Manager") concerning certain facts underlying and relating to the Reorganization set forth in a letter dated as of the date hereof, and (iv) such other documents and materials as we have deemed necessary or appropriate for purposes of the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. We have not made an independent investigation of the facts set forth in the Registration Statement, the Reorganization Agreement or such other documents that we have examined. We have consequently assumed in rendering this opinion that the information presented in such documents or otherwise furnished to us accurately and completely describes in all material respects all facts relevant to the Reorganization. We have also assumed for purposes of rendering our opinion (i) the accuracy of, and material compliance with, the representations of the Manager set forth in the letter referred to above, (ii) the accuracy of, and material compliance with, the representations, warranties, covenants and agreements of the Target Fund and the Acquiring Fund made in the Reorganization Agreement, and (iii) the absence of any agreements or understandings other than those of which we have been informed that would affect our conclusions set forth below. The opinion set forth below is based on the Code, the legislative history with respect thereto, rules and regulations promulgated thereunder, and published rulings, court decisions and administrative authorities issued with respect to all of the foregoing, all as in effect and existing on the date hereof, all of which are subject to change at any time, possibly on a retroactive basis. In addition, there can be no assurance that positions contrary to those stated in our opinion may not be asserted by the Internal Revenue Service. Any change occurring after the date hereof in, or a variation from, any of the foregoing factual or legal bases for our opinion could affect the conclusions set forth below. In addition, the opinion expressed herein is given as of the date hereof and we express no obligation to advise you of any changes in the law or events that may hereafter come to our attention that could affect our opinion set forth below. Based on the foregoing, we are of the opinion that, for U.S. federal income tax purposes: 1. The transfer of the Target Fund's assets in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of certain stated liabilities of the Target Fund followed by the distribution by the Target Fund of the Acquiring Fund shares to the Target Fund shareholders in exchange for their Target Fund shares pursuant to and in accordance with the terms of the Reorganization Agreement will constitute a "reorganization" within the meaning of section 368(a)(1)(C) of the Code, and the Target Fund and the Acquiring Fund will each be a "party to a reorganization" within the meaning of section 368(b) of the Code. 2. No gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Target Fund solely in exchange for the Acquiring Fund shares and the assumption by the Acquiring Fund of the stated liabilities of the Target Fund. 3. No gain or loss will be recognized by the Target Fund upon the transfer of the assets of the Target Fund to the Acquiring Fund in exchange for the Acquiring Fund shares and the assumption by the Acquiring Fund of the stated liabilities of the Target Fund or upon the distribution of the Acquiring Fund shares to the Target Fund shareholders in exchange for their Target Fund shares. 4. No gain or loss will be recognized by the Target Fund shareholders upon the exchange of the Target Fund shares for the Acquiring Fund shares. 5. The aggregate tax basis for the Acquiring Fund shares received by each Target Fund shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Target Fund shares held by each such Target Fund shareholder immediately prior to the Reorganization. 6. The holding period of the Acquiring Fund shares received by each Target Fund shareholder will include the period during which the Target Fund shares surrendered in exchange therefor were held (provided such Target Fund shares are held as capital assets on the date of the Reorganization). 7. The tax basis of the assets of the Target Fund acquired by the Acquiring Fund will be the same as the tax basis of such assets to the Target Fund immediately prior to the Reorganization. 8. The holding period of the assets of the Target Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Target Fund. This opinion is being provided to you solely in connection with the Reorganization. This letter may not be relied upon by you for any other purposes or relied upon by, or furnished to, any other person without our prior written consent. Very truly yours,
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Oppenheimer Variable Account Funds N-14Registration statement for investment companies business combination
Filed: 18 Jan 08, 12:00am