DRAFT






[Date]


OSM Gartmore Millennium Growth Fund II
6803 S. Tucson Way
Centennial, Colorado 80112

Dear Sirs:

We have reviewed the Agreement and Plan of Reorganization between OSM
Gartmore Millennium Growth Fund II (Gartmore) and Oppenheimer MidCap Fund
(MidCap) which is attached as Exhibit A of [name of registrant] Registration
Statement under the Securities Act of 1933 on Form N-14 filed with the
Securities and Exchange Commission on [filing date] 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).

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
      shareholder 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(1), 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.

   Very truly yours,

                                    DRAFT






[Date]


Oppenheimer MidCap Fund
6803 S. Tucson Way
Centennial, Colorado 80112

Dear Sirs:

We have reviewed the Agreement and Plan of Reorganization between OSM
Gartmore Millennium Growth Fund II (Gartmore) and Oppenheimer MidCap Fund
(MidCap) which is attached as Exhibit A of [name of registrant] Registration
Statement under the Securities Act of 1933 on Form N-14 filed with the
Securities and Exchange Commission on [filing date] 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:


8.    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.

9.    MidCap and Gartmore should each qualify as a "party to a
      reorganization" within the meaning of Section 368(b)(2).

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

11.   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.

12.   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.

13.   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(1), respectively.

14.   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.

   Very truly yours,