August 18, 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. 4
to the registration of an additional 10,000,000 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
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,
Allan B. Adams
Myer, Swanson, Adams & Wolf, P.C.
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