November 27, 2000
Oppenheimer Senior Floating Rate Fund
6803 S. Tucson Way
Englewood, CO 80112
Dear Ladies and Gentlemen:
This opinion is being furnished to Oppenheimer Senior Floating Rate
Fund, a Massachusetts business trust (the "Fund"), in connection with Amendment
no. 6 to the registration statement to register an additional 5,000,000 Class A
shares, 10,000,000 Class B shares, and 20,000,000 Class C shares of beneficial
interest on Form N-2 under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, (the "Registration Statement") to be
filed with the Securities and Exchange Commission by the Fund and to which
Registration Statement this opinion is an Exhibit. As counsel for the Fund, we
have examined the Registration Statement, such statutes, regulations, corporate
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 additional
Class A, Class B, and Class C shares to be issued as described in the
Registration Statement have been duly authorized and, assuming receipt of the
consideration to be paid therefor, upon sale and delivery as provided in the
Registration 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 under the caption "Shareholder
and Trustee Liability" under "How the Fund is Managed - Organization and
History").
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,
/s/ Allan B. Adams
