______________, 1995

Oppenheimer Time Fund
Two World Trade Center  34th floor
New York, New York  10048-0203

Oppenheimer Target Fund
Two World Trade Center  34th floor
New York, New York  10048-0203


Dear Sirs:

We have reviewed the Agreement and Plan of Reorganization between
Oppenheimer Time Fund (the "Fund") and Oppenheimer Target Fund ("Target
Fund") which is attached as Exhibit A to the Proxy Statement and
Prospectus of the Fund included as part of Target Fund's Registration
Statement on Form N-14 filed under the Securities Act of 1933, as amended,
with the Securities and Exchange Commission on April 13, 1995 (the
"Agreement"), concerning the acquisition by Target Fund of substantially
all of the assets of the Fund solely for voting shares of beneficial
interest in Target Fund, followed by the distribution of Target Fund
shares to the shareholders of the Fund in complete liquidation of the
Fund.

In connection with the rendering of this opinion, we have reviewed the
Agreement, the most recent audited financial statements and related
documents and other materials as we deemed relevant to the rendering of
this opinion.  Based upon all of the foregoing and the representations
made by the Fund and Target Fund, attached hereto, in our opinion, the
federal tax consequences of the transaction 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 (the "Code").

2.   The Fund and Target Fund will each qualify as a "party to a
     reorganization" within the meaning of Section 368(b)(2) of the Code. 

3.   No gain or loss will be recognized by the shareholders of the Fund
     upon the distribution of shares of beneficial interest in Target Fund
     to the shareholders of the Fund, pursuant to Section 354 of the Code.

4.   Under Section 361(a) of the Code no gain or loss will be recognized
     by the Fund by reason of the transfer of its assets solely in
     exchange for Class A shares of Target Fund.

5.   Under Section 1032 of the Code no gain or loss will be recognized by
     Target Fund by reason of the transfer of the Fund's assets solely in
     exchange for Class A shares of Target Fund.

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

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

                                        Very truly yours



                                        /s/ KPMG Peat Marwick LLP
                                        -------------------------
                                        KPMG Peat Marwick LLP


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