MAYER, BROWN & PLATT
1675 BROADWAY
NEW YORK, NEW YORK 10019-5820
October 24, 2000
Oppenheimer Emerging Growth Fund
Two World Trade Center
New York, NY 10048-0203
Ladies and Gentlemen:
This opinion is being furnished to Oppenheimer Emerging Growth Fund,
a Massachusetts business trust (the "Fund"), in connection with the Registration
Statement on Form N-1A (the "Registration Statement") under the Securities Act
of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as
amended, filed by the Fund. As counsel for the Fund, we have examined 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.
As to matters of Massachusetts law contained in this opinion, we
have relied upon the opinion of Pepe & Hazard LLP dated as of October 24, 2000.
Based upon the foregoing, we are of the opinion that the Class A,
Class B, Class C, Class N and Class Y 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 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 "About the Fund - 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.
Very truly yours,
/s/ Mayer, Brown & Platt
