EX-99.(L) 3 ea169678_ex99-l.htm EXHIBIT 99.(L)

Exhibit (l)

 

Dechert_STAlogo_BLACKsm2 1900 K Street, NW
Washington, DC  20006-1110
+1  202  261  3300  Main
  +1  202  261  3333  Fax
  www.dechert.com
   

 

February 7, 2024

 

Oxford Park Income Fund, Inc.

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830

 

  Re: Registration Statement on Form N-2

 

Ladies and Gentlemen:

 

We have acted as counsel to Oxford Park Income Fund, Inc., a Maryland corporation (the “Fund”), in connection with the preparation and filing of a Registration Statement on Form N-2 (File No. 333-268966) as originally filed on December 22, 2022 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and under the Investment Company Act of 1940, as amended, and as subsequently amended, including on or about the date hereof (the “Registration Statement”) relating to the offering by the Fund of shares of common stock, par value $0.001 per share, of the Fund (the “Shares”).

 

In rendering the opinion expressed below, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Fund and others, and such other documents as we have deemed necessary or appropriate as a basis for rendering this opinion, including the following documents:

 

(i)the Registration Statement;

 

(ii)the Articles of Amendment and Restatement of the Fund;

 

(iii)the By-Laws of the Fund;

 

(iv)resolutions of the board of directors of the Fund relating to, among other things, the authorization and issuance of the Shares; and

 

(v)a Certificate of Good Standing issued by the State Department of Assessments and Taxation of the State of Maryland.

 

As to the facts upon which this opinion is based, we have relied, to the extent we deem proper, upon certificates of public officials and certificates and written statements of officers, directors, employees and representatives of the Fund.

 

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as copies. In addition, we have assumed (i) the legal capacity of natural persons and (ii) the legal power and authority of all persons signing on behalf of the parties to all documents (other than the Fund).

 

 

 

Dechert_STAlogo_BLACKsm2  Oxford Park Income Fund, Inc.

February 7, 2024

Page 2

 

On the basis of the foregoing and subject to the assumptions and qualifications set forth in this letter, we are of the opinion that when the Shares are issued and sold in the manner described in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.

 

The opinion expressed herein is limited to the effect of the Maryland General Corporation Law, as in effect on the date hereof, and we express no opinion as to the applicability or effect of any other laws of such jurisdiction or the laws of any other jurisdictions. Without limiting the preceding sentence, we express no opinion as to any state securities or broker-dealer laws or regulations thereunder relating to the offer, issuance and sale of the Shares.

 

We assume no obligation to advise you of any changes in the foregoing subsequent to the date of this opinion.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Counsel” in the Statement of Additional Information forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,  
   
/s/ Dechert LLP  
Dechert LLP