November 21, 2000
Oppenheimer Cash Reserves
6803 S. Tucson Way
Englewood, CO 80112
Dear Ladies and Gentlemen:
This opinion is being furnished to Oppenheimer Cash Reserves (the "Fund"),
a Massachusetts business trust, 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 for the initial public offering of the Fund's Class N shares
of beneficial interest. As counsel for the Fund, we have examined 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 the foregoing, we are of the opinion that the foregoing Class N
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).
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
760_ClassN-Opinion.doc
