EX-11.(I) 4 exhibit.htm EXHIBIT 11(I) Oppenheimer Global Fund
                                                                              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