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                                                                 Deloitte
                                                                   & Touche

September 5, 2003

Oppenheimer Select Managers Gartmore Millennium Growth Fund II
6803 South Tucson Way
Centennial, Colorado 80112

Dear Sirs:

We have reviewed the Agreement and Plan of Reorganization between Oppenheimer
Select Managers, a Massachusetts business trust, on behalf of its series
Gartmore Millennium Growth Fund II (Gartmore) and Oppenheimer MidCap Fund
(MidCap) which is attached as Exhibit A to Midcap's Registration Statement
under the Securities Act of 1933 on Form N-14 filed with the Securities and
Exchange Commission on June 20, 2003 concerning the acquisition by MidCap of
substantially all of the assets of Gartmore solely for voting shares of
beneficial interest in MidCap, followed by the distribution of such shares in
exchange for all of the outstanding shares of Gartmore.

Section 368(a)(1)(C), IRC provides that, when determining whether the
exchange is solely for stock, the assumption by MidCap of a liability of
Gartmore shall be disregarded.

The managements of both MidCap and Gartmore have represented to us that there
is no plan or intention by any shareholder of Gartmore who owns 5% or more of
the outstanding shares of Gartmore and, to the best of their knowledge, there
is no plan or intention on the part of the remaining shareholders of Gartmore
to redeem, sell, exchange, or otherwise dispose of MidCap shares to MidCap,
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 MidCap and Gartmore 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 Gartmore'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, should be as follows:

1.    The transactions contemplated by the Agreement should 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.    MidCap and Gartmore should each qualify as a "party to a
   reorganization" within the meaning of Section 368(b)(2).


September 5, 2003
Oppenheimer Select Managers Gartmore Millennium Growth Fund II
Page 2


3.    No gain or loss should be recognized by the shareholders of Gartmore
   upon the distribution of shares of beneficial interest in MidCap to the
   shareholders of Gartmore pursuant to Section 354.

4.    Under Section 361(a) no gain or loss should be recognized by Gartmore
   by reason of the transfer of its assets solely in exchange for shares of
   MidCap.

5.    Under Section 1032 no gain or loss should be recognized by MidCap by
   reason of the transfer of Gartmore assets solely in exchange for shares of
   MidCap.

6.    The stockholders of Gartmore should have the same tax basis and holding
   period for the shares of beneficial interest in MidCap that they receive
   as they had for the stock of Gartmore that they previously held, pursuant
   to Sections 358(a) and 1223(l), respectively.

7.    The securities transferred by Gartmore to MidCap should have the same
   tax basis and holding period in the hands of MidCap as they had for
   Gartmore, pursuant to Sections 362(b) and 1223(1), respectively.

This opinion is based solely upon:

a.    the representations, information, documents, and facts that we have
      included or referenced in this opinion letter;
b.    our assumption (without independent verification) that all of the
      representations and all of the originals, copies, and signatures of
      documents reviewed by us are accurate, true, and authentic;
c.    our assumption (without independent verification) that there will be
      timely execution and delivery of and performance as required by the
      representations and documents;
d.    the understanding that only the specific Federal income tax issues and
      tax consequences opined upon herein are covered by this tax opinion, and
      no other federal, state, or local taxes of any kind were considered;
e.    the law, regulations, cases, rulings, and other tax authority in effect
      as of the date of this letter. If there are significant changes in or to
      the foregoing tax authorities (for which we shall have no responsibility
      to advise you), such changes may result in our opinion being rendered
      invalid or necessitate (upon your request) a reconsideration of the
      opinion;
f.    your understanding that this opinion is not binding on the IRS or the
      courts and should not be considered a representation, warranty, or
      guarantee that the IRS or the courts will concur with our opinion; and
g.    your understanding that this opinion letter is solely for your benefit,
      is limited to the described transaction, and may not be relied upon by
      any other person or entity.


Very truly yours,

/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP