July 6, 2000
Oppenheimer Main Street Funds, Inc.
6803 S. Tucson Way
Englewood, CO 80112
Dear Ladies and Gentlemen:
This opinion is furnished to Oppenheimer Main Street Funds, Inc. (the
"Company"), 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
Oppenheimer Main Street Growth & Income Fund (the "Fund"), to the shareholders
of Oppenheimer Disciplined Value 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 Value Fund upon delivery of the assets of Oppenheimer
Disciplined Value 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superseded and replaced by our opinion to Oppenheimer Disciplined Value Fund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.
