July 6, 2000
Oppenheimer Total Return Fund, Inc.
6803 S. Tucson Way
Englewood, CO 80112
Dear Ladies and Gentlemen:
This opinion is furnished to Oppenheimer Total Return Fund, Inc. (the
"Fund"), a Maryland Corporation, in connection with the filing with the
Securities and Exchange Commission of the Registration Statement on Form N-14
under the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, (the "Registration Statement"), for the issuance of shares of
Fund to the shareholders of Oppenheimer Disciplined Allocation Fund pursuant to
an Agreement and Plan of Reorganization (the "Agreement") and the transactions
contemplated by said Agreement whereby shares of the Fund will be issued to the
shareholders of Oppenheimer Disciplined Allocation Fund upon delivery of the
assets of Oppenheimer Disciplined Alloction Fund when and as more fully set
forth in the Agreement. This opinion relates only to the filing of the
Registration Statement, and will be superseded and replaced by our opinion to
Oppenheimer Disciplined Allocation Fund required by and pursuant to the
Agreement to be delivered at the closing of the Reorganization and the
transactions contemplated thereby, if and when said closing occurs.
As counsel for the Fund, we have examined the Registration Statement, such
statutes, regulations, Fund records and other documents and reviewed such
questions of law that we deemed necessary or appropriate for the purposes of
this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
shares to be issued as described in the Registration Statement have been duly
authorized and, assuming receipt of the consideration to be received therefor
and upon the closing of the Agreement and the transactions contemplated thereby,
upon delivery as provided in the Agreement, will be legally and validly issued,
fully paid and non-assessable.
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
Allan B. Adams
Myer, Swanson, Adams & Wolf, P.C.
