October 30, 2000
Oppenheimer Emerging Growth Fund
Two World Trade Center
New York, New York 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 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 October 30, 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 nonassessable
(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
Request for Acceleration of Effective Date of
Registration Statement of
Oppenheimer Emerging Growth Fund Pursuant to Rule 461
under the Securities Act of 1933, as amended
