EXHIBIT 3.1
CHAPMAN AND CUTLER
111 West Monroe Street
Chicago, Illinois 60603
August 3, 2000
Van Kampen Funds Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
Re: Van Kampen Focus Portfolios, Municipal Series 338
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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 338 (hereinafter
referred to as the "Fund"), in connection with the preparation, execution and
delivery of a Trust Agreement dated August 3, 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 certificates 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. 333-41820) 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
MJK/tlk
