[Date]


Oppenheimer Total Return Fund, Inc.
6803 S. Tucson Way
Englewood, Colorado  80112

Dear Sirs:

We have reviewed the Agreement and Plan of  Reorganization  between  Oppenheimer
Total Return Fund, Inc. (Total Return) and  Oppenheimer  Disciplined  Allocation
Fund  (Disciplined)  which is attached as Exhibit B of  Oppenheimer  Series Fund
Inc.'s  Registration  Statement  under the  Securities  Act of 1933 on Form N-14
filed with the Securities and Exchange Commission on June 5, 2000 concerning the
acquisition  by Total Return of  substantially  all of the assets of Disciplined
solely for voting shares of beneficial interest in Total Return, followed by the
distribution  of such shares in exchange  for all of the  outstanding  shares of
Disciplined.

Section  368(a)(1)(C),  IRC provides that, when determining whether the exchange
is  solely  for  stock,  the  assumption  by  Total  Return  of a  liability  of
Disciplined shall be disregarded.

The  management of  Disciplined  has  represented to us that there is no plan or
intention  by  any  shareholder  of  Disciplined  who  owns  5% or  more  of the
outstanding shares of Disciplined and, to the best of their knowledge,  there is
no plan or intention on the part of the remaining shareholders of Disciplined to
redeem,  sell,  exchange,  or otherwise  dispose of Total Return shares to Total
Return, other than in the ordinary course of business.

Management  of each fund has further  represented  to us that, as of the date of
the  exchange,  both Total  Return and  Disciplined  will  qualify as  regulated
investment   companies  or  will  meet  the  diversification   test  of  Section
368(a)(2)(F)(ii),  IRC,  and that a  significant  portion  (as  contemplated  by
Regulation Section  1.368-1(d)(3),  IRC) of Oppenheimer  Disciplined  Allocation
Fund's  existing  assets  will  continue  to be  held  beyond  the  date  of the
transaction and liquidated only in the ordinary course of business.

In our opinion, the federal tax consequences of the transaction,  if carried out
in the  manner  outlined  in the  Agreement  and in  accordance  with the  above
representations, will be as follows:

1. The  transactions  contemplated  by the Agreement  will qualify as a tax-free
   "reorganization"  within the  meaning of Section  368(a)(1)  of the  Internal
   Revenue  Code of 1986,  as  amended,  and under the  regulations  promulgated
   thereunder.

2.    Total Return and Disciplined will each qualify as a "party to a
   reorganization" within the meaning of Section 368(b)(2).

3. No gain or loss will be recognized by the  shareholders  of Disciplined  upon
   the  distribution  of shares of  beneficial  interest in Total  Return to the
   shareholders of Disciplined pursuant to Section 354.

4. Under Section  361(a) no gain or loss will be recognized  by  Disciplined  by
   reason of the  transfer of its assets  solely in exchange for shares of Total
   Return.

5. Under  Section  1032 no gain or loss will be  recognized  by Total  Return by
   reason of the transfer of Disciplined assets solely in exchange for shares of
   Total Return.

6. The  stockholders  of  Disciplined  will have the same tax basis and  holding
   period  for the  shares of  beneficial  interest  in Total  Return  that they
   receive as they had for the stock of Disciplined  that they previously  held,
   pursuant to Sections 358(a) and 1223(1), respectively.

7. The securities  transferred by Disciplined to Total Return will have the same
   tax basis  and  holding  period in the hands of Total  Return as they had for
   Disciplined, pursuant to Sections 362(b) and 1223(1), respectively.

Very truly yours,







































205420_Taxopinion_D&T.doc