[Date]
Oppenheimer World Bond Fund
Two World Trade Center
New York, New York 10048-0203
Dear Sirs:
We have reviewed the Agreement and Plan of Reorganization between Oppenheimer
International Bond Fund (International Bond) and Oppenheimer World Bond Fund
(World Bond) which is attached as Exhibit B of World Bond Fund's Registration
Statement under the Securities Act of 1933 on Form N-14 filed with the
Securities and Exchange Commission on September18, 2000 concerning the
acquisition by International Bond of substantially all of the assets of World
Bond solely for voting shares of beneficial interest in International Bond,
followed by the distribution of such shares in exchange for all of the
outstanding shares of World Bond.
Section 368(a)(1)(C), IRC provides that, when determining whether the exchange
is solely for stock, the assumption by International Bond of a liability of
World Bond shall be disregarded.
The management of World Bond has represented to us that there is no plan or
intention by any shareholder of World Bond who owns 5% or more of the
outstanding shares of World Bond and, to the best of their knowledge, there is
no plan or intention on the part of the remaining shareholders of World Bond to
redeem, sell, exchange, or otherwise dispose of International Bond shares to
World Bond, 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 International Bond and World Bond 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 Oppenheimer World Bond Fund'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. International Bond and World Bond 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 World Bond upon the
distribution of shares of beneficial interest in International Bond to the
shareholders of World Bond pursuant to Section 354.
4. Under Section 361(a) no gain or loss will be recognized by World Bond by
reason of the transfer of its assets solely in exchange for shares of
International Bond.
5. Under Section 1032 no gain or loss will be recognized by International Bond
by reason of the transfer of World Bond assets solely in exchange for shares
of International Bond.
6. The stockholders of World Bond will have the same tax basis and holding
period for the shares of beneficial interest in International Bond that they
receive as they had for the stock of World Bond that they previously held,
pursuant to Sections 358(a) and 1223(1), respectively.
7. The securities transferred by World Bond to International Bond will have the
same tax basis and holding period in the hands of International Bond as they
had for World Bond, pursuant to Sections 362(b) and 1223(1), respectively.
Very truly yours,
