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OPINION AND CONSENT OF COUNSEL
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)]
EXHIBIT (i)
September 25, 2000
Van Kampen
Enterprise Fund
1 Parkview Plaza
Oakbrook Terrace, IL 60181
Re: Van Kampen Enterprise Fund
Registration Statement on Form N-1A
(File Nos. 2-10559 and 811-630)
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Ladies and Gentlemen:
We have acted as counsel to Van Kampen Enterprise Fund (the "Trust"), a
Delaware business trust, in connection with the preparation of Post-Effective
Amendment No. 41 to the Trust's Registration Statement on Form N-1A (the
"Registration Statement") to be filed under the Securities Act of 1933, as
amended (the "1933 Act"), and the Investment Company Act of 1940, as amended
(the "1940 Act"), with the Securities and Exchange Commission (the "Commission")
on or about September 25, 2000. The Registration Statement relates to the
registration under the 1933 Act and 1940 Act of an indefinite number of each of
Class A Shares of beneficial interest, par value $.01 per share, Class B Shares
of beneficial interest, par value $.01 per share, Class C Shares of beneficial
interest, par value $.01 per share, and Class D Shares of beneficial interest,
par value $.01 per share, of the Trust (collectively, the "Shares").
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Van Kampen
Enterprise Fund
September 25, 2000
Page 2
This opinion is delivered in accordance with the requirements of Item
23(i) of Form N-1A under the 1933 Act and the 1940 Act.
In connection with this opinion, we have examined the originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Certificate of Trust filed with the Secretary of State of Delaware, (ii) the
Agreement and Declaration of Trust and By-Laws of the Trust, each as amended to
date (the "Declaration of Trust" and "By-Laws", respectively), (iii) the
Certificate of Designation establishing the series of the Trust, (iv) the
resolutions adopted by the Board of Trustees of the Trust relating to the
authorization, issuance and sale of the Shares, the filing of the Registration
Statement and any amendments or supplements thereto and related matters and (v)
such other documents as we have deemed necessary or appropriate as a basis for
the opinions set forth herein.
In such examination we have assumed the legal capacity of natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed, photostatic, or other copies
and the authenticity of the originals of such latter documents. As to any facts
material to such opinion which were not independently established, we have
relied on statements or representations of officers and other representatives of
the Trust or others.
Members of our firm are admitted to the practice of law in the State of
Illinois, and we do not express any opinion as to the laws of any other
jurisdiction other than matters relating to the Delaware business organizational
statutes (including statutes relating to Delaware business trusts) and the
federal laws of the United States of America to the extent specifically referred
to herein.
Based upon and subject to the foregoing, we are of the opinion that the
issuance and sale of Shares by the Trust have been validly authorized and,
assuming certificates therefor have been duly executed, countersigned,
registered and delivered or the
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Van Kampen
Enterprise Fund
September 25, 2000
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shareholders' accounts have been duly credited and the Shares represented
thereby have been fully paid for, such Shares will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit (i) to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Counsel" in the Registration Statement. In
giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the 1933 Act or the rules
and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom (Illinois)
