DRAFT






[Date]


Oppenheimer Multiple Strategies Fund
6803 S. Tucson Way
Centennial, Colorado 80112

Dear Sirs:

We have reviewed the Agreement and Plan of Reorganization between OSM
Balanced Millennium Growth Fund II (Balanced) and Oppenheimer Multiple
Strategies Fund (Strategies) 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 Strategies of substantially all of the assets
of Balanced solely for voting shares of beneficial interest in Strategies,
followed by the distribution of such shares in exchange for all of the
outstanding shares of Balanced.

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

The managements of both Strategies and Balanced have represented to us that
there is no plan or intention by any shareholder of Balanced who owns 5% or
more of the outstanding shares of Balanced and, to the best of their
knowledge, there is no plan or intention on the part of the remaining
shareholders of Balanced to redeem, sell, exchange, or otherwise dispose of
Strategies shares to Strategies, 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 Strategies and Balanced 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 Balanced'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.    Strategies and Balanced 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 Balanced
      upon the distribution of shares of beneficial interest in Strategies to
      the shareholder of Balanced pursuant to Section 354.

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

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

6.    The stockholders of Balanced should have the same tax basis and holding
      period for the shares of beneficial interest in Strategies that they
      receive as they had for the stock of Balanced that they previously
      held, pursuant to Sections 358(a) and 1223(1), respectively.

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

   Very truly yours,