[Letterhead of Deloitte & Touche LLP]
October _____, 1998
The New York Tax-Exempt Income Fund, Inc.
0000 Xxxxx Xxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
Oppenheimer New York Municipal Fund
Two World Trade Center 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0203
Dear Sirs:
We have reviewed the Agreement and Plan of Reorganization between The New York
Tax-Exempt Income Fund, Inc. (the "Fund") and Xxxxxxxxxxx New York Municipal
Fund ("ONYMF") which is attached as Exhibit A to the Proxy Statement and
Prospectus of the Fund included as part of ONYMF's Registration Statement on
Form N-14 filed under the Securities Act of 1933, as amended, with the
Securities and Exchange Commission on September 17, 1998 (the "Agreement"),
concerning the acquisition by ONYMF of substantially all of the assets of the
Fund solely for voting shares of beneficial interest in ONYMF, followed by the
distribution of ONYMF shares to the shareholders of the Fund in complete
liquidation of the Fund.
In connection with the rendering of this opinion, we have reviewed the
Agreement, the most recent audited financial statements and related documents
and other materials as we deemed relevant to the rendering of this opinion.
Based upon all of the foregoing and the representations made by the Fund and
ONYMF, attached hereto, in our opinion, the federal tax consequences of the
transaction will be as follows:
1. The transactions contemplated by the Agreement will qualify as a
tax-free "reorganization" within the meaning of Section 368(a)(1) of
the Internal Revenue Code of 1986, as amended (the "Code").
2. The Fund and ONYMF will each qualify as a "party to a
reorganization" within the meaning of Section 368(b)(2) of the Code.
3. No gain or loss will be recognized by the shareholders of the Fund
upon the distribution of shares of beneficial interest in ONYMF to the
shareholders of the Fund, pursuant to Section 354 of the Code.
4. Under Section 361(a) of the Code no gain or loss will be recognized
by the Fund by reason of the transfer of its assets solely in exchange
for Class A shares of ONYMF.
5. Under Section 1032 of the Code no gain or loss will be recognized
by ONYMF by reason of the transfer of the Fund's assets solely in
exchange for Class A shares of ONYMF.
6. The stockholders of the Fund will have the same tax basis and
holding period for the shares of beneficial interest in ONYMF that
they receive as they had for the stock of the Fund that they
previously held, pursuant to Sections 358(a) and 1223(1),
respectively, of the Code.
7. The securities transferred by the Fund to ONYMF will have the same
tax basis and holding period in the hands of ONYMF as they had for the
Fund, pursuant to Sections 362(b) and 1223(1), respectively, of the
Code.
Very truly yours
Deloitte & Touche LLP
