EXHIBIT 3.1
CHAPMAN AND CUTLER
111 West Monroe Street
Chicago, Illinois 60603
July 27, 2000
Van Kampen Funds Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
Re: Van Kampen Focus Portfolios, Municipal Series 337
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Gentlemen:
We have served as counsel for Van Kampen Funds Inc., Sponsor and
Depositor of Van Kampen Focus Portfolios, Municipal Series 337 (hereinafter
referred to as the "Fund"), in connection with the preparation, execution and
delivery of a Trust Agreement dated July 27, 2000 between Van Kampen Funds Inc.,
as Depositor, American Portfolio Evaluation Services, a division of Van Kampen
Investment Advisory Corp., as Evaluator, and The Bank of New York, as Trustee,
pursuant to which the Depositor has delivered to and deposited Bonds listed in
the Schedules to the Trust Agreement with the Trustee and pursuant to which the
Trustee has issued to or on the order of the Depositor a certificate or
certificates representing Units of fractional undivided interest in and
ownership of the several Trusts of said Fund (hereinafter referred to as the
"Units") created under said Trust Agreement.
In connection therewith, we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Trust Agreement and the
execution and issuance of certificates evidencing the Units in the
several Trusts of the Fund have been duly authorized; and
2. The certificat es evidencing the Units in the several
Trusts of the Fund when duly executed and delivered by the Depositor
and the Trustee in accordance with the aforementioned Trust Agreement,
will constitute valid and binding obligations of such Trusts and the
Depositor in accordance with the terms thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-41818) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
