part c and opinions

EX-99.J 7 partc.htm PART C AND OPINIONS part c and opinions

OPPENHEIMER GLOBAL FUND

FORM N-14

PART C

OTHER INFORMATION

Item 15. Indemnification
------------------------

Reference is made to the provisions of Article Seventh of Registrant's Amended and Restated Declaration
of Trust filed by cross-reference to Exhibit 16 (1) to this Registration Statement, incorporated herein by
reference.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
trustees, officers and controlling persons of Registrant pursuant to the foregoing provisions or otherwise,
Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a trustee, officer or controlling person of Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or controlling person, Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Item 16. Exhibits
-----------------

(1) (i) Amended and Restated Declaration of Trust dated as of 8/1/95: Previously filed with Registrant's
Post-Effective Amendment No. 65, 7/27/95 to its Registration Statement on Form N-1A (Reg. No.
2-31661), and incorporated herein by reference.

(ii) Amendment No. 1 to Amended and Restated Declaration of Trust dated 8/15/02: Previously filed with
Registrant's Post-Effective Amendment No. 77, 11/18/02 to its Registration Statement on Form N-1A
(Reg. No. 2-31661), and incorporated herein by reference.

(2) By-Laws Amended as of 12/14/00: Previously filed with Registrant's Post-Effective Amendment No. 77,
11/18/02 to its Registration Statement on Form N-1A (Reg. No. 2-31661), and incorporated herein by
reference.

(3) N/A.

(4) Agreement and Plan of Reorganization dated April 17, 2003: See Exhibit A to Part A of this
Registration Statement, incorporated herein by reference.

(5) (i) Specimen Class A Share Certificate: Previously filed with Registrant's Post-Effective Amendment No.
76, 1/22/02 to its Registration Statement on Form N-1A (Reg. No. 2-31661), and incorporated herein
by reference.

(ii) Specimen Class B Share Certificate: Previously filed with Registrant's Post-Effective Amendment No.
76, 1/22/02 to its Registration Statement on Form N-1A (Reg. No. 2-31661), and incorporated herein
by reference.

(iii) Specimen Class C Share Certificate: Previously filed with Registrant's Post-Effective Amendment No.
76, 1/22/02 to its Registration Statement on Form N-1A (Reg. No. 2-31661), and incorporated herein
by reference.

(iv) Specimen Class N Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 76,
1/22/02 to its Registration Statement on Form N-1A (Reg. No. 2-31661), and incorporated herein by
reference.

(v) Specimen Class Y Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 76,
1/22/02 to its Registration Statement on Form N-1A (Reg. No. 2-31661), and incorporated herein by
reference.

(6) Amended and Restated Investment Advisory Agreement dated as of 01/19/01: Previously filed with
Registrant's Post-Effective Amendment No. 75, 1/18/01 to its Registration Statement on Form N-1A
(Reg. No. 2-31661), and incorporated herein by reference.

(7) (i) General Distributor's Agreement dated 12/10/92: Previously filed with Registrant's Post-Effective
Amendment No. 59, 1/29/93 to its Registration Statement on Form N-1A (Reg. No. 2-31661), refiled
with Registrant's Post-Effective Amendment No. 63, 12/1/94 to its Registration Statement on Form
N-1A (Reg. No. 2-31661), pursuant to Item 102 of Regulation S-T, and incorporated herein by
reference.

(ii) Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with
Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg.
No. 2-62076), 10/26/01, and incorporated herein by reference.

(iii) Form of Broker Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with
Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg.
No. 2-62076), 10/26/01, and incorporated herein by reference.

(iv) Form of Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with
Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg.
No. 2-62076), 10/26/01, and incorporated herein by reference.

(8) (i) Amended and Restated Retirement Plan for Non-Interested Trustees or Directors dated 8/9/01:
Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer
Gold & Special Minerals Fund (Reg. No. 2-82590), 10/25/01, and incorporated herein by reference.

(ii) Form of Deferred Compensation Plan for Disinterested Trustees/Directors: Previously filed with
Post-Effective Amendment No. 26 to the Registration Statement of Oppenheimer Gold & Special
Minerals Fund (Reg. No. 2-82590), 10/28/98, and incorporated by reference.

(9) (i) Amended and Restated Custody Agreement dated 11/12/92: Previously filed with Registrant's
Post-Effective Amendment No. 59, 1/29/93, refiled with Registrant's Post-Effective Amendment No.
63, 12/1/94, pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

(ii) Foreign Custody Manager Agreement between Registrant and The Bank of New York: Previously filed
with Pre-Effective Amendment No. 2 to the Registration Statement of Oppenheimer World Bond Fund
(Reg. No. 333-48973), 4/23/98, and incorporated herein by reference.

(10)(i) Service Plan and Agreement for Class A Shares dated as of 6/10/93: Previously filed with
Registrant's Post-Effective Amendment No. 60, 11/24/93 to its Registration Statement on Form N-1A
(Reg. No. 2-31661), and incorporated herein by reference.

(i)(a) Amended and Restated Service Plan and Agreement for Class A shares dated 6/14/02 pursuant to Rule
12b-1: Previously filed with Registrant's Post-Effective Amendment No. 77, 11/18/02 to its
Registration Statement on Form N-1A (Reg. No. 2-31661), and incorporated herein by reference.

(ii) Distribution and Service Plan and Agreement for Class B Shares dated as of 2/20/97 pursuant to Rule
12b-1: Previously filed with Registrant's Post-Effective Amendment No. 70, 9/15/98 to its
Registration Statement on Form N-1A (Reg. No. 2-31661), and incorporated herein by reference.

(iii) Distribution and Service Plan and Agreement for Class C Shares dated as of 2/20/97 pursuant to Rule
12b-1: Previously filed with Registrant's Post-Effective Amendment No. 70, 9/15/98 to its
Registration Statement on Form N-1A (Reg. No. 2-31661), and incorporated herein by reference.

(iv) Distribution and Service Plan Agreement for Class N Shares dated as of 11/19/01: Previously filed
with Registrant's Post-Effective Amendment No. 76, 1/22/02 to its Registration Statement on Form
N-1A (Reg. No. 2-31661), and incorporated herein by reference.

(11)(i) Form of Opinion and Consent of Counsel to Oppenheimer Europe Fund: Filed herewith.

(ii) Form of Opinion and Consent of Counsel to Oppenheimer Global Fund: Filed herewith.

(12) Form of Tax Opinion Relating to the Reorganization: Filed herewith.

(13) N/A.

(14) Consent of Independent Auditors: Filed herewith.

(15) N/A.

(16)(i) Powers of Attorney for all Trustees/Directors and Principal Officers except for Joel W. Motley and
John V. Murphy (including Certified Board Resolutions): Previously filed with Pre-Effective
Amendment No. 1 to the Registration Statement of Oppenheimer Emerging Growth Fund (Reg. No.
333-44176), 10/5/00, and incorporated herein by reference.

(ii) Power of Attorney for John Murphy (including Certified Board Resolution): Previously filed with
Post-Effective Amendment No. 41 to the Registration Statement of Oppenheimer U.S. Government Trust
(Reg. No. 2-76645), 10/22/01, and incorporated herein by reference.

(iii) Power of Attorney for Joel W. Motley (including Certified Board Resolution): Previously filed with
Post-Effective Amendment No. 8 to the Registration Statement of Oppenheimer International Small
Company Fund (Reg. 333-31537), 10/22/02, and incorporated herein by reference.

Item 17. Undertakings
---------------------

(1) N/A.

(2) N/A.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940,
the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York on the 30th day of May, 2003.

OPPENHEIMER GLOBAL FUND

By: /s/ John V. Murphy*
----------------------------------------------
John V. Murphy, President,
Principal Executive Officer & Trustee

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by
the following persons in the capacities on the dates indicated:

Signatures Title Date
---------- ----- ----

/s/ Clayton K. Yeutter* Chairman of the
---------------------------- Board of Trustees May 30, 2003
Clayton K. Yeutter

/s/ Donald W. Spiro* Vice Chairman of the May 30, 2003
------------------------- Board and Trustee
Donald W. Spiro

/s/ John V. Murphy* President, Principal
-------------------------- Executive Officer May 30, 2003
John V. Murphy & Trustee

/s/ Brian W. Wixted* Treasurer, Principal May 30, 2003
------------------------- Financial and
Brian W. Wixted Accounting Officer

/s/ Robert G. Galli* Trustee May 30, 2003
-----------------------
Robert G. Galli

/s/ Phillip A. Griffiths* Trustee May 30, 2003
---------------------------
Phillip A. Griffiths

/s/ Joel W. Motley* Trustee May 30, 2003
------------------------
Joel W. Motley

/s/ Elizabeth B. Moynihan* Trustee May 30, 2003
--------------------------------
Elizabeth B. Moynihan

/s/ Kenneth A. Randall* Trustee May 30, 2003
----------------------------
Kenneth A. Randall

/s/ Edward V. Regan* Trustee May 30, 2003
-------------------------
Edward V. Regan

/s/ Russell S. Reynolds, Jr.* Trustee May 30, 2003
---------------------------------
Russell S. Reynolds, Jr.

*By: /s/ Robert G. Zack
-----------------------------------------
Robert G. Zack, Attorney-in-Fact

OPPENHEIMER GLOBAL FUND

EXHIBIT INDEX
-------------

Exhibit No. Description
----------- -----------

16 (11)(i) Form of Opinion and Consent of Counsel to Oppenheimer Europe Fund

16 (11)(ii) Form of Opinion and Consent of Counsel to Oppenheimer Global Fund

16 (12) Form of Tax Opinion Relating to the Reorganization

16 (14) Consent of Independent Auditors

EXHIBIT 11(i)
Form of Opinion and Consent of Counsel

MAYER, BROWN, ROWE & MAW

1675 BROADWAY

NEW YORK, NEW YORK 10019-5820

October 17, 2003

Oppenheimer Europe Fund
c/o OppenheimerFunds, Inc.
6803 S. Tucson Way
Centennial, CO 80112

Ladies and Gentlemen:

We have acted as counsel for Oppenheimer Global Fund, a Massachusetts business trust ("Global Fund"), in
connection with the transactions contemplated by that certain Agreement and Plan of Reorganization dated as of
April 17, 2003 (the "Agreement") by and between Global Fund, and Oppenheimer Europe Fund, a Massachusetts
business trust ("Europe Fund").

We are rendering this opinion pursuant to Section 11C of the Agreement. Unless otherwise specified, all
capitalized terms used herein shall have the respective meanings attributed to them in the Agreement.

In rendering our opinion, we have made such legal examinations and inquiries and examined such
documents, as we have deemed necessary or appropriate for the purposes of rendering this opinion. In such
examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity to
original documents of all copies submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In connections with the opinions expressed herein, we
have relied as to factual matters on representations made by Global Fund in the Agreement and in other documents,
instruments and certificates delivered to us in connection with the transactions contemplated by the Agreement.
We have also relied upon certificates of public officials and officers of Global Fund and upon other information
we have obtained in the course of our representation of Global Fund in connection with the transactions
contemplated by the Agreement. Anything to the contrary contained herein notwithstanding, to the extent any
opinion set forth herein relates to the business or assets of Global Fund, our opinion is based solely on the
business, assets, agreements, contracts, judgments, orders and decrees actually known to those lawyers currently
members of or employed by our firm or identified by officers of Global Fund in the Agreement and in other
documents, instruments and certificates delivered to us in connection with the transactions contemplated by the
Agreement, without any independent examination or inquiry on our part.

Based on the foregoing we are of the opinion that:

1. Global Fund is an unincorporated voluntary association duly organized, validly existing and in good
standing under the laws of the Commonwealth of Massachusetts with full power to carry on its business as
described in its charter and now being conducted and to enter into and perform the Agreement.

2. All action necessary to make the Agreement, according to its terms, valid, binding and enforceable upon
Global Fund in accordance with its terms, and to authorize effectively the transactions contemplated by
the Agreement have been taken by Global Fund.

3. The Agreement has been duly authorized, executed and delivered by Global Fund, and, assuming that the
Registration Statement complies with the Securities Act of 1933, as amended (the "1933 Act"), the
Securities Exchange Act of 1934, as amended (the "1934 Act") and the Investment Company Act of 1940, as
amended (the "1940 Act") and the regulations thereunder and assuming due authorization, execution and
delivery of the Agreement by Europe Fund, is a valid and binding obligation of Global Fund, enforceable
against Global Fund, in accordance with its terms, subject as to enforcement to bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other laws relating to or affecting creditors
rights and to general equity principles (regardless of whether considered in a proceeding in law or in
equity), equitable defenses and the discretion of the court before which any proceeding for specific
performance, injunction or other forms of equitable relief may be brought.

4. The execution and delivery of the Agreement did not, and the consummation of the transactions
contemplated thereby will not, violate Global Fund's Declaration of Trust or By-laws.

5. To our knowledge, no consent, approval, authorization or order of any court or governmental authority of
the United States or any state is required for the consummation by Global Fund of the transactions
contemplated in the Agreement, except such as have been obtained under the 1933 Act, the 1934 Act and
the 1940 Act and such as may be required under state securities laws.

6. The shares of Global Fund to be issued in accordance with the Agreement are duly authorized and, when
issued, sold and delivered to Europe Fund, in accordance with the terms of the Agreement against payment
therefore, will be duly and validly issued, fully paid and non-assessable.

We are members of the bar of the State of New York and express no opinion as to the laws of any
jurisdiction other than the federal laws of the United States of America and the laws of the State of New York.
In particular, we do not hold ourselves out as qualified to practice with respect to the laws of the Commonwealth
of Massachusetts and, to the extent that the opinions expressed herein relate to the laws of the Commonwealth of
Massachusetts, we have relied exclusively, with your consent, upon the opinion of Kushner & Sanders LLP, dated
October 17, 2003 and our opinions set forth herein are subject to all limitations, exceptions and qualifications
contained in such opinion as if set forth herein in full. Further, we express no opinion as to the state
securities or blue sky laws of any jurisdiction.

This opinion is solely for the benefit of Europe Fund and may not be provided to or relied on by any
other person without our prior written consent. Our opinion is based on and limited to the current status of the
law, and is subject in all respects to, and may be limited by, future rules, regulations and legislation, as well
as developing case law. We do not undertake to notify any person of changes in facts or law occurring or coming
to our attention after the delivery of this opinion.

Very truly yours

EXHIBIT 11(ii)
Form of Opinion and Consent of Counsel

MAYER, BROWN, ROWE & MAW

1675 BROADWAY

NEW YORK, NEW YORK 10019-5820

October 17, 2003

Oppenheimer Global Fund
c/o OppenheimerFunds, Inc.
6803 S. Tucson Way
Centennial, CO 80112

Ladies and Gentlemen:

We have acted as counsel for Oppenheimer Europe Fund, a Massachusetts business trust ("Europe Fund"), in
connection with the transactions contemplated by that certain Agreement and Plan of Reorganization dated as of
April 17, 2003 (the "Agreement") by and between Europe Fund, and Oppenheimer Global Fund, a Massachusetts
business trust ("Global Fund").

We are rendering this opinion pursuant to Section 10B of the Agreement. Unless otherwise specified, all
capitalized terms used herein shall have the respective meanings attributed to them in the Agreement.

In rendering our opinion, we have made such legal examinations and inquiries and examined such
documents, as we have deemed necessary or appropriate for the purposes of rendering this opinion. In such
examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity to
original documents of all copies submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In connections with the opinions expressed herein, we
have relied as to factual matters on representations made by Europe Fund in the Agreement and in other documents,
instruments and certificates delivered to us in connection with the transactions contemplated by the Agreement.
We have also relied upon certificates of public officials and officers of Europe Fund and upon other information
we have obtained in the course of our representation of Europe Fund in connection with the transactions
contemplated by the Agreement. Anything to the contrary contained herein notwithstanding, to the extent any
opinion set forth herein relates to the business or assets of Europe Fund, our opinion is based solely on the
business, assets, agreements, contracts, judgments, orders and decrees actually known to those lawyers currently
members of or employed by our firm or identified by officers of Europe Fund in the Agreement and in other
documents, instruments and certificates delivered to us in connection with the transactions contemplated by the
Agreement, without any independent examination or inquiry on our part.

Based on the foregoing we are of the opinion that:

1. Europe Fund is an unincorporated voluntary association duly organized, validly existing and in good
standing under the laws of the Commonwealth of Massachusetts with full power to carry on its business as
described in its charter and now being conducted and to enter into and perform the Agreement.

2. All action necessary to make the Agreement, according to its terms, valid, binding and enforceable upon
Europe Fund in accordance with its terms, and to authorize effectively the transactions contemplated by
the Agreement have been taken by Europe Fund.

3. The Agreement has been duly authorized, executed and delivered by Europe Fund, and, assuming that the
Registration Statement complies with the Securities Act of 1933, as amended (the "1933 Act"), the
Securities Exchange Act of 1934, as amended (the "1934 Act") and the Investment Company Act of 1940, as
amended (the "1940 Act") and the regulations thereunder and assuming due authorization, execution and
delivery of the Agreement by Global Fund, is a valid and binding obligation of Europe Fund, enforceable
against Europe Fund, in accordance with its terms, subject as to enforcement to bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other laws relating to or affecting creditors
rights and to general equity principles (regardless of whether considered in a proceeding in law or in
equity), equitable defenses and the discretion of the court before which any proceeding for specific
performance, injunction or other forms of equitable relief may be brought.

4. The execution and delivery of the Agreement did not, and the consummation of the transactions
contemplated thereby will not, violate Europe Fund's Declaration of Trust or By-laws.

5. To our knowledge, no consent, approval, authorization or order of any court or governmental authority of
the United States or any state is required for the consummation by Europe Fund of the transactions
contemplated in the Agreement, except such as have been obtained under the 1933 Act, the 1934 Act and
the 1940 Act and such as may be required under state securities laws.

Very truly yours

EXHIBIT 12
Form of Tax Opinion Relating to the Reorganization

[Name and address of Tax Expert]

October 17, 2003

Oppenheimer Europe Fund
c/o OppenheimerFunds, Inc.
6803 S. Tucson Way
Centennial, CO 80112-3924

Oppenheimer Global Fund
c/o OppenheimerFunds, Inc.
6803 S. Tucson Way
Centennial, CO 80112-3924

Ladies & Gentlemen:

REORGANIZATION OF OPPENHEIMER EUROPE FUND INTO
OPPENHEIMER GLOBAL FUND -
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
-----------------------------------------------

You have requested the opinion of _________ (the "Tax Experts") as to certain U.S. federal income tax
consequences in connection with the Agreement and Plan of Reorganization, dated April 17, 2003 (the "Plan"),
between Oppenheimer Europe Fund (the "Target Fund"), and Oppenheimer Global Fund (the "Acquiring Fund") pursuant
to which: (i) Target Fund will transfer all of its assets to Acquiring Fund solely in exchange for voting shares
of Acquiring Fund; (ii) Acquiring Fund will assume the identified liabilities of Target Fund as listed on Target
Fund's Statement of Net Assets as of October 17, 2003 (i.e., the "Closing Date" of this transaction); (iii)
Target Fund will distribute to its shareholders all of the voting shares received from Acquiring Fund; and (iv)
Target Fund will be liquidated (the aforementioned items (i), (ii), (iii), and (iv) hereinafter collectively
referred to as the ("Transaction"). Except as otherwise provided, all terms not defined herein shall have the
meanings ascribed to them (or defined by reference) in the Plan. In connection with the rendering of this
opinion, the Tax Experts has reviewed the registration statement filed by the Acquiring Fund on Form N-14 with
the Securities and Exchange Commission relating to the Transaction (the "Registration Statement") and the Plan.
In addition, the Tax Experts has reviewed and relied upon the representations made by Target Fund, and Acquiring
Fund in their respective Representation Letters, dated October 17, 2003 (collectively, the "Representations").

FACTS AND ASSUMPTIONS

Target fund, a Massachusetts business trust, was organized on March 1, 1999. Acquiring Fund was
organized as a Massachusetts business trust as a successor to a Maryland corporation organized on December 22,
1969. Target Fund and Acquiring Fund are open-end management investment companies in accordance with the
Investment Company Act of 1940 (the "1940 Act"), as amended. Both Target Fund and Acquiring Fund have
individually qualified and are expected to qualify as regulated investment companies ("RICs") within the meaning
of Section 851 of the Internal Revenue Code of 1986, as amended (the "Code") for all prior years and the current
year.

Both Target Fund and Acquiring Fund currently maintain five classes of common shares. Neither Target
Fund nor Acquiring Fund permits cumulative voting. Class A shares of Target Fund are subject to a 5.75 percent
front-end sales charge and 12b-1 service plan fees equal to 0.25 percent of average annual net assets of Class A
shares. Class B shares of Target Fund are subject to a maximum contingent deferred sales charge of 5.00 percent
as well as an annual 0.75 percent asset-based sales charge. Class C shares of Target Fund are subject to a
maximum contingent deferred sales charge of 1.00 percent as well as an annual 0.75 percent asset-based sales
charge. Class N shares of Target Fund are subject to a maximum contingent deferred sales charge of 1.00 percent
as well as an annual 0.25 percent asset-based sales charge. Finally, Class Y shares of Target Fund are not
subject to any sales charges, and are offered to certain institutional investors under a special agreement with
the distributor of the Target Fund's shares.

Class A shares of Acquiring Fund are subject to a 5.75 percent front-end sales charge and 12b-1 service
plan fees equal to 0.25 percent of average annual net assts of Class A shares. Class B shares of Acquiring Fund
are subject to a maximum contingent deferred sales charge of 5.00 percent as well as an annual 0.75 percent
asset-based sales charge. Class C shares of Acquiring Fund are subject to a maximum contingent deferred sales
charge of 1.00 percent as well as an annual 0.75 percent asst-based sales charge. Class N shares of Acquiring
Fund are subject to a maximum contingent deferred sales charge of 1.00 percent as well as an annual 0.25 percent
asset-based sales charge. Finally, Class Y shares of Acquiring Fund are not subject to any sales charges, and are
offered to certain institutional investors under a special agreement with the distributor of the Acquiring Fund's
shares.

For what has been represented by Target Fund and Acquiring Fund to be valid business reasons, the
following transaction is proposed:

1. Target Fund will transfer all of its assets to Acquiring Fund solely in exchange for voting shares of
Acquiring Fund and the assumption by Acquiring Fund of the liabilities of Target Fund;

2. Target Fund will distribute the voting shares of Acquiring Fund received in the exchange to its
shareholders in exchange for their shares in Target Fund; and

3. Target Fund will liquidate and dissolve in accordance with the laws of Massachusetts, and terminate its
registration under the 1940 Act.

Acquiring Fund may sell up to 66 percent of the assets received in the Transaction to unrelated
purchasers and will invest any proceeds of such sales consistent with its investment objectives and policies.

REPRESENTATIONS

The following representations have been made in connection with the Transaction:

(a) Each shareholder of Target Fund will receive in the Transaction solely voting shares of Acquiring Fund
in exchange for shares of Target Fund.

(b) Pursuant to the Transaction, Target Fund shareholders will receive fractional shares of Acquiring Fund
in exchange for their fractional shares of Target Fund. No cash will be distributed in lieu of
fractional shares.

(c) The fair market value of the voting shares of Acquiring Fund received by each shareholder of Target Fund
will be approximately equal to the fair market value of the shares of Target Fund exchanged therefore.

(d) Neither Acquiring Fund (in its capacity as the issuing corporation as defined in Section 1.368-1(b) of
the Income Tax Regulations (the "Regulations") nor any person related to Acquiring Fund, as defined in
Section 1.368-1(e)(3) of the Regulations, has or will have (at the time of the Transaction) a plan or
intention to acquire, during the five-year period beginning on the date of the Transaction and in
connection with the Transaction, Target Fund shares with consideration other than Acquiring Fund shares,
or redeem any of the Acquiring Fund shares, or redeem any of the Acquiring Fund shares issued in the
Transaction either directly or through any transaction, agreement, or arrangement with any other person.

(e) During the five-year period ending on the date of the Transaction, neither Target Fund nor any person
related to Target Fund (as defined in Section 1.368-1(e)(3) of the Regulations) will have directly or
through any transaction, agreement or arrangement with any other person, (1) acquired Target Fund shares
with consideration other than solely voting shares of Acquiring Fund or Target Fund (other than
redemptions of Target Fund shares made pursuant to Section 22(e) of the 1940 Act that were not in
connection with the Transaction), or (2) made distributions with respect to Target Fund shares (other
than distributions made in the ordinary course of business by Target Fund pursuant to the 1940 Act).
Therefore, Target Fund shareholders will not have received consideration before the Transaction (either
in redemption of, or as a distribution with respect to, Target Fund shares) that would be treated as
other property or money received in the Transaction for purposes of Section 356 of the Code (or would be
so treated if Target Fund shareholders had also received Acquiring Fund shares in exchange for Target
Fund shares).

(f) During the five-year period ending on the date of the Transaction, neither Acquiring Fund nor any
person related to Acquiring Fund (as defined in Section 1.368-1(e)(3) of the Regulations) will have
acquired, directly or through any transaction, agreement or arrangement with any other person,
Target Fund shares with consideration other than voting shares of Acquiring Fund.

(g) Acquiring Fund does not own, directly or indirectly, nor has it owned during the past five years,
directly or indirectly, any stock of Target Fund.

(h) There is no plan or intention by Target Fund shareholders who own 5 percent or more of Target Fund
stock, and to the best of the knowledge of the management of Target Fund, there is no plan or
intention on the part of any other shareholders of Target Fund to redeem an amount of Acquiring
Fund stock received in the Transaction that would reduce such Target Fund shareholders' ownership
of Acquiring Fund to a number of shares having a value, as of the date of the Transaction, of less
than 50 percent of the value of all of the formerly outstanding Target Fund stock as of the same
date. For purposes of this representation, shares of Target Fund stock exchanged for cash or other
property or surrendered by dissenters will be treated as outstanding Target Fund stock on the date
of the Transaction. In addition, Target stock and Acquiring Fund stock held by Target Fund
shareholders, and redeemed prior to or subsequent to Transaction will be considered in making this
representation.

(i) The five classes of common shares issued by Acquiring Fund are substantially similar to the
corresponding five classes of common shares issued by Target Fund. Target Fund will exchange each
share of Target Fund for a share of the corresponding class of shares of Acquiring Fund.

(j) Acquiring Fund will acquire at least 90 percent of the fair market value of the net assets and at
least 70 percent of the fair market value of the gross assets held by Target Fund immediately prior
to the Transaction. For purposes of this representation, amounts used by Target Fund to pay its
Transaction expenses will be included as assets of Target Fund held immediately prior to the
Transaction.

(k) Target Fund will distribute the voting shares of Acquiring Fund it receives in the Transaction in
pursuance of the Plan.

(l) Immediately after the Transaction, the former shareholders of Target Fund will not be in control of
Acquiring fund within the meaning of Section 368(a)(2)(H) of the Code.

(m) After the Transaction, Acquiring Fund will use the assets acquired from the Target Fund in its
business and has no plan or intention to sell or otherwise dispose of any of the assets of the
Target Fund acquired in the Transaction, except for dispositions made in the ordinary course of
business, or transfers described in Section 368(a)(2)(C) of the Code. In addition, Acquiring Fund
may sell up to 66 percent of the assets acquired from Target Fund in the Transaction. Any proceeds
will be invested in accordance with Acquiring Fund's investment objectives.

(n) Following the Transaction, Acquiring Fund will continue the historical business of Target Fund or
use a significant portion of the Target Fund's historical business assets in a business.

(o) Acquiring Fund will assume all of Target Fund's liabilities identified on Target Fund's Statement
of Net Assets as of the Closing Date, and such liabilities were or will have been incurred by
Target Fund in the ordinary course of business. No other person related to Acquiring Fund will
assume any Target Fund liability in the Transaction.

(p) The liabilities of Target Fund to be assumed by Acquiring Fund and the liabilities to which the
transferred assets of the Target Fund will be subject will have incurred by Target Fund in the
ordinary course of its business.

(q) Target Fund and Target Fund shareholders, respectively, will pay all of their own expenses relating
to the Transaction whether or not those expenses are solely and directly related to the
Transaction, and whether or not the Transaction is consummated. Acquiring Fund will pay its
expenses that are solely and directly related to the Transaction, if any, whether or not the
Transaction is consummated. Neither Acquiring Fund nor Acquiring Fund shareholders will pay any of
the expenses of either Target Fund or of Target Fund shareholders.

(r) There will be no intercorporate indebtedness existing at the time of the Transaction between
Acquiring Fund and Target Fund that will have been issued, acquired , or settled at a discount.

(s) The fair market value of the assets of Target Fund transferred to Acquiring Fund will equal or
exceed the sum of the liabilities assumed by Acquiring Fund plus the amount of liabilities, if any,
to which the transferred assets are subject.

(t) Acquiring Fund and Target Fund have each qualified, and will qualify at the time of the
Transaction, as a regulated investment company within the meaning of Section 368(a)(2)(F) and 851
of the Code. After the Transaction, Acquiring Fund intends to continue to so qualify.

(u) Neither Acquiring Fund nor Target Fund will have acquired any options, warrants, or rights with
respect to Target Fund shares pursuant to the Transaction.

(v) Target is not and will not be under the jurisdiction of a court in a title 11 or similar case within the
meaning of Section 368(a)(3)(A) of the Code.

(w) Target Fund will have at the time of the Transaction no options, warrants or rights outstanding
with respect to its shares. Target Fund will not have redeemed any options, warrants, or rights
with respect to its shares pursuant to the Transaction.

(x) Target Fund has not filed an election pursuant to Notice 88-19, 1988-1 C.B. 486, or Section
1.337(d)-5T of the Temporary Income Tax Regulations, to be subject to rules similar to the rules of
Section 1374 of the Code with respect to any net built-in gain on any assets acquired from another
corporation.

SCOPE OF OPINIONS

The opinions expressed herein are rendered only with respect to the specific matters discussed herein.
We express no opinion with respect to any other federal or state income tax or legal aspect of the Transaction
and no inference should be drawn with respect to any matter not expressly opined upon.

Our opinions are based upon the FACTS AND ASSUMPTIONS and REPRESENTATIONS set forth above. If any of the
above-stated facts, assumptions, or Representations are not entirely complete or accurate, it is imperative that
we be informed immediately, as the inaccuracy or incompleteness could have a material effect on our conclusions.
In rendering our opinions, we are relying upon the relevant provisions of the Code, the regulations thereunder,
and judicial and administrative interpretations thereof, all as of the date of this letter. However, all the
foregoing authorities are subject to change or modification by subsequent legislative, regulatory,
administrative, or judicial decisions that can be retroactive in effect and, therefore, could also affect our
opinions. We assume no responsibility to update our opinions for any such change or modification. The opinions
contained herein are not binding upon the Internal Revenue Service, any other tax authority or any court, and no
assurance can be given that a position contrary to that expressed herein will not be asserted by a tax authority
and ultimately sustained by a court.

To the best of our knowledge (including such due diligence as we have performed), our opinions are not
based on unreasonable factual or legal assumptions (including assumptions as to future events) and we have not
unreasonably relied on the REPRESENTATIONS, statements, finding, or agreements of any person.

In connection with the rendering of these opinions we have reviewed the Registration Statement including
the Plan. We have not made any independent investigation of the FACTS AND ASSUMPTIONS or the REPRESENTATIONS
involved in the Transaction discussed herein. We have not examined any agreement to determine whether it complies
with applicable federal, state, or local law. We have assumed that all actions required to effect the Transaction
have been, are, and will be effectuated in accordance with applicable federal, state, and local law and the terms
of any relevant agreements.

The opinions expressed herein are for the exclusive benefit of Target Fund, Acquiring Fund, and their
respective shareholders and may not be relied upon for any other purpose, or used, circulated, quoted or relied
upon by any other person or entity without our prior written consent.

OPINIONS

Based upon the FACTS AND ASSUMPTIONS and REPRESENTATIONS as set forth above, and subject to the
conditions and limitations included in the portion of this letter entitled SCOPE OF OPINION, it is the opinion of
the Tax Experts that the following federal income tax consequences will result from the Transaction:

1. The acquisition by Acquiring Fund of substantially all of the assets of Target Fund, solely in exchange
for the exchange for the voting shares of Acquiring Fund and the assumption of the identified
liabilities of Target Fund by Acquiring Fund, followed by the distribution by Target Fund of the shares
of Acquiring Fund in complete liquidation to the shareholders of Target Fund in exchange for their
Target Fund shares, will constitute reorganization within the meaning of Section 368(a)(1)(C) of the
Code. Target Fund and Acquiring Fund will each be a "party to a reorganization" within the meaning of
Section 368(b) of the Code.

2. Target Fund's shareholders will not recognize gain or loss on their receipt of solely voting shares of
Acquiring Fund in exchange for the voting shares of Target Fund pursuant to the Transaction in
accordance with Section 354(a)(1) of the Code.

3. Target Fund will not recognize gain or loss on the transfer of all of its assets to Acquiring Fund
solely in exchange for voting shares of Acquiring Fund and the Assumption by Acquiring Fund of Target
Fund liabilities pursuant to the Transaction in accordance with Sections 361(a) and 357(a) of the Code.

4. Target Fund will not recognize gain or loss on its distribution of voting shares of Acquiring Fund to
its shareholders pursuant to the liquidation of Target Fund in accordance with Section 361(c) of the
Code.

5. Acquiring Fund will not recognize gain or loss on its acquisition of all of the assets of Target Fund
solely in exchange for voting shares of Acquiring Fund and the assumption by Acquiring Fund of Target
Fund's liabilities in accordance with Section 1032 (a) of the Code.

6. The basis of the voting shares of Acquiring Fund received by Target Fund's shareholders pursuant to the
Transaction will equal the basis of the voting shares of Target Fund surrendered in exchange therefore
in accordance with Section 358(a)(1) of the Code.

7. The holding period of the voting shares of Acquiring Fund received by a Target Fund shareholder pursuant
to the Transaction will include the period that the shareholder held the voting shares of Target Fund
exchanged therefore, provided that the shareholder held such shares as a capital asset on the date of
the Transaction in accordance with Section 1223(1) of the Code.

8. Acquiring Fund's basis in the assets of Target Fund received pursuant to the Transaction will equal
Target Fund's basis in the assets immediately before the Transaction in accordance with Section 362(b)
of the Code.

9. Acquiring Fund's holding period in Target Fund assets received pursuant to the Transaction will include
the period during which Target Fund held the assets in accordance with Section 1223(2) of the Code.

10. Acquiring Fund will succeed to and take into account the items of Target Fund described in Section
381(c) of the Code, including the earnings and profits, or deficit in earnings and profits, of Target
Fund as of the date of the Transaction. Acquiring Fund will take these items into account subject to the
conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and applicable
Regulations thereunder.

Very truly yours

EXHIBIT 14

Independent Auditors' Consent

The Board of Trustees
Oppenheimer Global Fund and
Oppenheimer Europe Fund:

We consent to the use of or incorporation by reference in this Registration Statement of Oppenheimer Global Fund
on Form N-14 of our reports dated September 23, 2002 and October 21, 2002 relating to the financial statements
and financial highlights appearing in the August 31, 2002 Annual Report to the Shareholder of Oppenheimer Europe
Fund and in the September 30, 2002 Annual Report to the Shareholder of Oppenheimer Global Fund, respectively.

We also consent to the reference to our firm under the heading "What are the Tax Consequences of the
Reorganization" in the combined Prospectus and Proxy Statement which is part of the Registration Statement of
Oppenheimer Global Fund on Form N-14.

/s/ KPMG LLP
-------------------------
KPMG LLP

Denver, Colorado
June 2, 2003