[Date]
Oppenheimer Main Street Funds, Inc.
6803 S. Tucson Way
Englewood, Colorado 80112
Dear Sirs:
We have reviewed the Agreement and Plan of Reorganization between Oppenheimer
Main Street Growth & Income Fund (Main Street) and Oppenheimer Disciplined Value
Fund (Disciplined) which is attached as Exhibit B of Oppenheimer Main Street
Funds Inc.'s Registration Statement under the Securities Act of 1933 on Form
N-14 filed with the Securities and Exchange Commission on June 5, 2000,
concerning the acquisition by Main Street of substantially all of the assets of
Disciplined solely for voting shares of beneficial interest in Main Street,
followed by the distribution of such shares in exchange for all of the
outstanding shares of Disciplined.
Section 368(a)(1)(C), IRC provides that, when determining whether the exchange
is solely for stock, the assumption by Main Street of a liability of Disciplined
shall be disregarded.
The management of Disciplined has represented to us that there is no plan or
intention by any shareholder of Disciplined who owns 5% or more of the
outstanding shares of Disciplined and, to the best of their knowledge, there is
no plan or intention on the part of the remaining shareholders of Disciplined to
redeem, sell, exchange, or otherwise dispose of Main Street shares to Main
Street, other than in the ordinary course of business.
Management of each fund has further represented to us that, as of the date of
the exchange, both Main Street and Disciplined will qualify as regulated
investment companies or will meet the diversification test of Section
368(a)(2)(F)(ii), IRC, and that a significant portion (as contemplated by
Regulation Section 1.368-1(d)(3), IRC) of Disciplined's existing assets will
continue to be held beyond the date of the transaction and liquidated only in
the ordinary course of business.
In our opinion, the federal tax consequences of the transaction, if carried out
in the manner outlined in the Agreement and in accordance with the above
representations, will be as follows:
1. The transactions contemplated by the Agreement will qualify as a tax-free
"reorganization" within the meaning of Section 368(a)(1) of the Internal
Revenue Code of 1986, as amended, and under the regulations promulgated
thereunder.
2. Main Street and Disciplined will each qualify as a "party to a
reorganization" within the meaning of Section 368(b)(2).
3. No gain or loss will be recognized by the shareholders of Disciplined upon
the distribution of shares of beneficial interest in Main Street to the
shareholders of Disciplined pursuant to Section 354.
4. Under Section 361(a) no gain or loss will be recognized by Disciplined by
reason of the transfer of its assets solely in exchange for shares of Main
Street.
5. Under Section 1032 no gain or loss will be recognized by Main Street by
reason of the transfer of Disciplined assets solely in exchange for shares of
Main Street.
6. The stockholders of Disciplined will have the same tax basis and holding
period for the shares of beneficial interest in Main Street that they receive
as they had for the stock of Disciplined that they previously held, pursuant
to Sections 358(a) and 1223(1), respectively.
7. The securities transferred by Disciplined to Main Street will have the same
tax basis and holding period in the hands of Main Street as they had for
Disciplined, pursuant to Sections 362(b) and 1223(1), respectively.
Very truly yours,
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