VAN KAMPEN FOCUS PORTFOLIOS MUNICIPAL SERIES 339
487, EX-99.3.2, 2000-08-17
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                                                                     EXHIBIT 3.2

                               CHAPMAN AND CUTLER
                             111 WEST MONROE STREET
                             CHICAGO, ILLINOIS 60603

                                 August 17, 2000


Van Kampen Funds Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois  60181

The Bank of New York
Unit Investment Trust Division
101 Barclay Street
New York, New York 10286

              Re: Van Kampen Focus Portfolios, Municipal Series 339
-------------------------------------------------------------------------------

Gentlemen:

         We have acted as counsel for Van Kampen Funds Inc., Depositor of Van
Kampen Focus Portfolios, Municipal Series 339 (the "Fund"), in connection with
the issuance of Units of fractional undivided interest in the several Trusts of
said Fund under a Trust Agreement dated August 17, 2000 (the "Indenture")
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.

         In this connection, we have examined the Registration Statement, the
form of Prospectus proposed to be filed with the Securities and Exchange
Commission, the Indenture and such other instruments and documents as we have
deemed pertinent. For purposes of the following opinions, it is assumed that
each asset of the Trusts is debt, the interest on which is excluded from gross
income for federal income tax purposes.

         Based upon the foregoing and upon an investigation of such matters of
law as we consider to be applicable, we are of the opinion that, under existing
Federal income tax law:

                   (i) Each Trust is not an association taxable as a corporation
         but will be governed by the provisions of subchapter J (relating to
         trusts) of Chapter 1, Internal Revenue Code of 1986 (the "Code").

                  (ii) Each Unitholder will be considered as owning a pro rata
         share of each asset of the respective Trust in the proportion that the
         number of Units of such Trust held by him bears to the total number of
         Units outstanding of such Trust. Under Subpart E, Subchapter J of
         Chapter 1 of the Code, income of each Trust will be treated as income
         of each Unitholder of the respective Trust in the proportion described,
         and an item of Trust income will have the same character in the hands
         of a Unitholder as it would have in the hands of the Trustee.
         Accordingly, to the extent that the income of a Trust consists of
         interest and original issue discount excludable from gross income under
         Section 103 of the Code, such income will be excludable from Federal
         gross income of the Unitholders, except in the case of a Unitholder who
         is a substantial user (or a person related to such user) of a facility
         financed through issuance of any industrial development bonds or
         certain private activity bonds held by the respective Trust. In the
         case of such Unitholder who is a substantial user, interest received
         with respect to his Units attributable to such industrial development
         bonds or such private activity bonds is includable in his gross income.
         In the case of certain corporations, interest on the Bonds is included
         in computing the alternative minimum tax pursuant to Section 56(c) of
         the Code and the branch profits tax imposed by Section 884 of the Code
         with respect to U.S. branches of foreign corporations.

                 (iii) Gain or loss will be recognized to a Unitholder upon
         redemption or sale of his Units. Such gain or loss is measured by
         comparing the proceeds of such redemption or sale with the adjusted
         basis of the Units. If a Bond is acquired with accrued interest, that
         portion of the price paid for the accrued interest is added to the tax
         basis of the Bond. When this accrued interest is received, it is
         treated as a return of capital and reduces the tax basis of the Bond.
         If a Bond is purchased for a premium, the amount of the premium is
         added to the tax basis of the Bond. Bond premium is amortized over the
         remaining term of the Bond, and the tax basis of the Bond is reduced
         each tax year by the amount of the premium amortized in that tax year.
         Accordingly, Unitholders must reduce the tax basis of their Units for
         their share of accrued interest received by the respective Trust, if
         any, on Bonds delivered after the Unitholders pay for their Units to
         the extent that such interest accrued on such Bonds before the date the
         Trust acquired ownership of the Bonds (and the amount of this reduction
         may exceed the amount of accrued interest paid to the seller) and,
         consequently, such Unitholders may have an increase in taxable gain or
         reduction in capital loss upon the disposition of such Units. In
         addition, such basis will be increased by the Unitholder's aliquot
         share of the accrued original issue discount (and market discount, if
         the Unitholder elects to include market discount in income as it
         accrues) with respect to each Bond held by the Trust with respect to
         which there was original issue discount at the time the Bond was issued
         (or which was purchased with market discount) and reduced by the annual
         amortization of bond premium, if any, on Bonds held by the Trust.

                  (iv) If the Trustee disposes of a Trust asset (whether by
         sale, payment on maturity, liquidation, redemption or otherwise) gain
         or loss is recognized to the Unitholder and the amount thereof is
         measured by comparing the Unitholder's aliquot share of the total
         proceeds from the transaction with his basis for his fractional
         interest in the asset disposed of. Such basis is ascertained by
         apportioning the tax basis for his Units among each of the Trust assets
         (as of the date on which his Units were acquired) ratably according to
         their values as of the valuation date nearest the date on which he
         purchased such Units. A Unitholder's basis in his Units and of his
         fractional interest in each Trust asset must be reduced by the amount
         of his aliquot share of accrued interest received by the Trust, if any,
         on Bonds delivered after the Unitholders pay for their Units to the
         extent that such interest accrued on the Bonds before the date the
         Trust acquired ownership of the Bonds (and the amount of this reduction
         may exceed the amount of accrued interest paid to the seller), must be
         reduced by the annual amortization of bond premium, if any, on Bonds
         held by the Trust and must be increased by the Unitholder's share of
         the accrued original issue discount (and market discount, if the
         Unitholder elects to include market discount in income as it accrues)
         with respect to each Bond which, at the time the Bond was issued, had
         original issue discount (or which was purchased with market discount).

                   (v) In the case of any Bond held by the Trust where the
         "stated redemption price at maturity" exceeds the "issue price", such
         excess shall be original issue discount. With respect to each
         Unitholder, upon the purchase of his Units subsequent to the original
         issuance of Bonds held by the Trust, Section 1272(a)(7) of the Code
         provides for a reduction in the accrued "daily portion" of such
         original issue discount upon the purchase of a Bond subsequent to the
         Bond's original issue, under certain circumstances. In the case of any
         Bond held by the Trust the interest on which is excludable from gross
         income under Section 103 of the Code, any original issue discount which
         accrues with respect thereto will be treated as interest which is
         excludable from gross income under Section 103 of the Code.

                  (vi) We have examined the Municipal Bond Unit Investment Trust
         Insurance policies, if any, issued to certain of the Trusts on the Date
         of Deposit by AMBAC Assurance Corporation, Financial Guaranty Insurance
         Corporation or a combination thereof. Each such policy, or a
         combination of such policies, insures all bonds held by the Trustee for
         that particular Trust (other than bonds described in paragraph (vii))
         against default in the prompt payment of principal and interest. In our
         opinion, any amount paid under each any such policy, or a combination
         of such policies, which represents maturing interest on defaulted Bonds
         held by the Trustee will be excludable from Federal gross income if,
         and to the same extent as, such interest would have been so excludable
         if paid in normal course by the Issuer of the defaulted Bonds provided
         that, at the time such policies are purchased, the amounts paid for
         such policies are reasonable, customary and consistent with the
         reasonable expectation that the Issuer of the Bonds, rather than the
         insurer, will pay debt service on the Bonds. Paragraph (ii) of this
         opinion is accordingly applicable to insurance proceeds representing
         maturing interest.

                 (vii) Certain bonds in the portfolios of certain of the Insured
         Trusts have been insured by the issuers thereof against default in the
         prompt payment of principal and interest (the "Insured Bonds").
         Insurance has been obtained for such Insured Bonds, or, in the case of
         a commitment, the Bonds will be ultimately insured under the terms of
         such an insurance policy, which are designated as issuer Insured Bonds
         on the portfolio pages of the respective Trusts in the prospectus for
         the Fund, by the issuer of such Insured Bonds. Insurance on Insured
         Bonds is effective so long as such Insured Bonds remain outstanding.
         For each of these Insured Bonds, we have been advised that the
         aggregate principal amount of such Insured Bonds listed on the
         portfolio page for the respective Trust was acquired by the applicable
         Trust and are part of the series of such Insured Bonds listed in the
         aggregate principal amount. Based upon the assumption that the Insured
         Bonds of the Trust are part of the series covered by an insurance
         policy or, in the case of a commitment, will be ultimately insured
         under the terms of such an insurance policy, it is our opinion that any
         amounts received by the applicable Trust representing maturing interest
         on such Insured Bonds will be excludable from federal gross income if,
         and to the same extent as, such interest would have been so excludable
         if paid in normal course by the Issuer provided that, at the time such
         policies are purchased, the amounts paid for such policies are
         reasonable, customary and consistent with the reasonable expectation
         that the issuer of the Insured Bonds, rather than the insurer, will pay
         debt service on the Insured Bonds. Paragraph (ii) of this opinion is
         accordingly applicable to such payment.

         Sections 1288 and 1272 of the Code provide a complex set of rules
governing the accrual of original issue discount. These rules provide that
original issue discount accrues either on the basis of a constant compound
interest rate or ratably over the term of the Bond, depending on the date the
Bond was issued. In addition, special rules apply if the purchase price of a
Bond exceeds the original issue price plus the amount of original issue discount
which would have previously accrued based upon its issue price (its "adjusted
issue price"). The application of these rules will also vary depending on the
value of the Bond on the date a Unitholder acquires his Units, and the price the
Unitholder pays for his Units.

         Because the Trusts do not include any "private activity" bonds within
the meaning of Section 141 of the Code issued on or after August 8, 1986, none
of the Trust Funds' interest income shall be treated as an item of tax
preference when computing the alternative minimum tax. In the case of
corporations, for taxable years beginning after December 31, 1986, the
alternative minimum tax depends upon the corporation's alternative minimum
taxable income ("AMTI") which is the corporation's taxable income with certain
adjustments.

         Pursuant to Section 56(c) of the Code, one of the adjustment items used
in computing AMTI of a corporation (other than an S corporation, Regulated
Investment Company, Real Estate Investment Trust, REMIC or FASIT) for taxable
years beginning after 1989, is an amount equal to 75% of the excess of such
corporation's "adjusted current earnings" over an amount equal to its AMTI
(before such adjustment item and the alternative tax net operating loss
deduction). "Adjusted current earnings" includes all tax-exempt interest,
including interest on all Bonds in the Trust, and tax-exempt original issue
discount.

         Effective for tax returns filed after December 31, 1987, all taxpayers
are required to disclose to the Internal Revenue Service the amount of
tax-exempt interest earned during the year.

         Section 265 of the Code provides for a reduction in each taxable year
of 100 percent of the otherwise deductible interest on indebtedness incurred or
continued by financial institutions, to which either Section 585 or Section 593
of the Code applies, to purchase or carry obligations acquired after August 7,
1986, the interest on which is exempt from Federal income taxes for such taxable
year. Under rules prescribed by Section 265, the amount of interest otherwise
deductible by such financial institutions in any taxable year which is deemed to
be attributable to tax-exempt obligations acquired after August 7, 1986, will
generally be the amount that bears the same ratio to the interest deduction
otherwise allowable (determined without regard to Section 265) to the taxpayer
for the taxable year as the taxpayer's average adjusted basis (within the
meaning of Section 1016) of tax-exempt obligations acquired after August 7,
1986, bears to such average adjusted basis for all assets of the taxpayer.

         We also call attention to the fact that, under Section 265 of the Code,
interest on indebtedness incurred or continued to purchase or carry Units is not
deductible for Federal income tax purposes. Under rules used by the Internal
Revenue Service for determining when borrowed funds are considered used for the
purpose of purchasing or carrying particular assets, the purchase of Units may
be considered to have been made with borrowed funds even though the borrowed
funds are not directly traceable to the purchase of Units. However, these rules
generally do not apply to interest paid on indebtedness incurred for
expenditures of a personal nature such as a mortgage incurred to purchase or
improve a personal residence.

         "The Revenue Reconciliation Act of 1993" (the "Tax Act") subjects
tax-exempt bonds to the market discount rules of the Code effective for bonds
purchased after April 30, 1993. In general, market discount is the amount (if
any) by which the stated redemption price at maturity exceeds an investor's
purchase price (except to the extent that such difference, if any, is
attributable to original issue discount not yet accrued) subject to a statutory
de minimis rule. Market discount can arise based on the price a Trust pays for
Bonds or the price a Unitholder pays for his or her Units. Under the Tax Act,
accretion of market discount is taxable as ordinary income; under prior law, the
accretion had been treated as capital gain. Market discount that accretes while
a Trust holds a Bond would be recognized as ordinary income by the Unitholders
when principal payments are received on the Bond, upon sale or at redemption
(including early redemption), or upon the sale or redemption of his or her
Units, unless a Unitholder elects to include market discount in taxable income
as it accrues.

         We have examined certain laws of the State of Pennsylvania (the
"State") to determine their applicability to the Pennsylvania IM-IT Trust (the
"Pennsvylania Trust") and to the holders of Units in the Pennsylvania Trust who
are residents of the State of Pennsylvania (the "Unitholders"). The assets of
the Pennsylvania Trust will consist of interest-bearing obligations issued by or
on behalf of the State, any public authority, commission, board or other agency
created by the State or a political subdivision of the State, or political
subdivisions thereof (the "Bonds"). Distributions of income with respect to the
Bonds received by the Pennsylvania Trust will be made monthly.

         Although we express no opinion with respect thereto, in rendering the
opinion expressed herein, we have assumed that: (i) the Bonds were validly
issued by the State or its municipalities, as the case may be, (ii) the interest
thereon is excludable from gross income for federal income tax purposes, (iii)
the interest thereon is exempt from Pennsylvania State and local taxes and (iv)
the Bonds are exempt from county personal property taxes. This opinion does not
address the taxation of persons other than full-time residents of Pennsylvania.

         Based on the foregoing, and review and consideration of existing State
laws as of this date, it is our opinion, and we herewith advise you, as follows:

                   (1) The Pennsylvania Trust will have no tax liability for
         purposes of the personal income tax (the "Personal Income Tax"), the
         corporate income tax (the "Corporate Income Tax") and the capital
         stock-franchise tax (the `"Franchise Tax"), all of which are imposed
         under the Pennsylvania Tax Reform Code of 1971, or the Philadelphia
         School District Investment Net Income Tax (the "Philadelphia School
         Tax") imposed under Section 19-1804 of the Philadelphia Code of
         Ordinances.

                   (2) Interest on the Bonds, net of Pennsylvania Trust
         expenses, which is exempt from the Personal Income Tax when received by
         the Pennsylvania Trust and which would be exempt from such tax if
         received directly by a Unitholder, will retain its status as exempt
         from such tax when received by the Pennsylvania Trust and distributed
         to such Unitholder. Interest on the Bonds which is exempt from the
         Corporate Income Tax and the Philadelphia School Tax when received by
         the Pennsylvania Trust and which would be exempt from such taxes if
         received directly by a Unitholder, will retain its status as exempt
         from such taxes when received by the Pennsylvania Trust and distributed
         to such Unitholder.

                   (3) Distributions from the Pennsylvania Trust attributable to
         capital gains recognized by the Pennsylvania Trust upon its disposition
         of a Bond issued on or after February 1, 1994, will be taxable for
         purposes of the Personal Income Tax and the Corporate Income Tax. No
         opinion is expressed with respect to the taxation of distributions from
         the Pennsylvania Trust attributable to capital gains recognized by the
         Pennsylvania Trust upon its disposition of a Bond issued before
         February 1, 1994.

                   (4) Distributions from the Pennsylvania Trust attributable to
         capital gains recognized by the Pennsylvania Trust upon its disposition
         of a Bond will be exempt from the Philadelphia School Tax if the Bond
         was held by the Pennsylvania Trust for a period of more than six months
         and the Unitholder held his Unit for more than six months before the
         disposition of the Bond. If, however, the Bond was held by the
         Pennsylvania Trust or the Unit was held by the Unitholder for a period
         of less than six months, then distributions from the Pennsylvania Trust
         attributable to capital gains recognized by the Pennsylvania Trust upon
         its disposition of a Bond issued on or after February 1, 1994 will be
         taxable for purposes of the Philadelphia School Tax; no opinion is
         expressed with respect to the taxation of any such gains attributable
         to Bonds issued before February 1, 1994.

                   (5) Insurance proceeds paid under policies which represent
         maturing interest on defaulted obligations will be exempt from the
         Corporate Income Tax to the same extent as such amounts are excluded
         from gross income for federal income tax purposes. No opinion is
         expressed with respect to whether such insurance proceeds are exempt
         from the Personal Income Tax or the Philadelphia School Tax.

                   (6) Each Unitholder will recognize gain for purposes of the
         Corporate Income Tax if the Unitholder redeems or sells Units of the
         Pennsylvania Trust to the extent that such a transaction results in a
         recognized gain to such Unitholder for federal income tax purposes and
         such gain is attributable to Bonds issued on or after February 1, 1994.
         No opinion is expressed with respect to the taxation of gains realized
         by a Unitholder on the sale or redemption of a Unit to the extent such
         gain is attributable to Bonds issued prior to February 1, 1994.

                   (7) A Unitholder's gain on the sale or redemption of a Unit
         will be subject to the Personal Income Tax, except that no opinion is
         expressed with respect to the taxation of any such gain to the extent
         it is attributable to Bonds issued prior to February 1, 1994.

                   (8) A Unitholder's gain upon a redemption or sale of Units
         will be exempt from the Philadelphia School Tax if the Unitholder held
         his Unit for more than six months and the gain is attributable to Bonds
         held by the Pennsylvania Trust for a period of more than six months.
         If, however, the Unit was held by the Unitholder for less than six
         months or the gain is attributable to Bonds held by the Pennsylvania
         Trust for a period of less than six months, then the gains will be
         subject to the Philadelphia School Tax; except that no opinion is
         expressed with respect to the taxation of any such gains attributable
         to Bonds issued before February 1, 1994.

                   (9) The Bonds will not be subject to taxation under the
         County Personal Property Tax Act of June 17, 1913 (the "Personal
         Property Tax"). Personal property taxes in Pennsylvania are imposed and
         administered locally, and thus no assurance can be given as to whether
         Units will be subject to the Personal Property Tax in a particular
         jurisdiction. However, in our opinion, Units should not be subject to
         the Personal Property Tax.

         Unitholders should be aware that, generally, interest on indebtedness
incurred or continued to purchase or carry Units is not deductible for purposes
of the Personal Income Tax, the Corporate Income Tax or the Philadelphia School
Tax.

         We have not examined any of the Bonds to be deposited and held in the
Pennsylvania Trust or the proceedings for the issuance thereof or the opinions
of bond counsel with respect thereto, and therefore express no opinion as to the
exemption from federal or state income taxation of interest on the Bonds if
interest thereon had been received directly by a Unitholder.

         Chapman and Cutler has expressed no opinion with respect to taxation
under any other provision of Pennsylvania law. Ownership of the Units may result
in collateral Pennsylvania tax consequences to certain taxpayers. Prospective
investors should consult their tax advisors as to the applicability of any such
collateral consequences.

                                                               Very truly yours,


                                                              CHAPMAN AND CUTLER
MJK/tlk





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