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EXHIBIT (i)(5)
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 West Wacker Drive
Chicago, Illinois 60601
September 14, 2000
Van Kampen Life Investment Trust
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
Re: Van Kampen Life Investment Trust
Registration Statement on Form N-1A
(File Nos. 33-00628 and 811-4424)
Ladies and Gentlemen:
We have acted as counsel to Van Kampen Life Investment Trust (the
"Trust"), a Delaware business trust, on behalf of the Select Growth Portfolio
series of the Trust (the "Fund"), in connection with the preparation of
Post-Effective Amendment No. 31 to the Trust's Registration Statement on Form
N-1A (as amended, 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 13, 2000. The Registration Statement
relates to the registration under the 1933 Act and 1940 Act of an indefinite
number of shares of beneficial interest, $.01 par value per share, of the Fund
(collectively, the "Shares").
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 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 Fund and
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(iv) 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 jurisdiction
other than matters relating to the Delaware business organizational statutes
(including statutes relating to Delaware business trusts).
Based upon and subject to the foregoing, we are of the opinion that
when (i) the Board of Trustees of the Trust has duly adopted resolutions
authorizing the issuance and sale of the Shares and filing of the Registration
Statement and (ii) certificates for the Shares have been duly executed,
countersigned, registered and delivered or the shareholders' accounts have been
duly credited and the Shares represented thereby have been fully paid for, the
issuance and sale of Shares by the Trust will have been validly authorized and
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)(5) 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 he 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,
Skadden, Arps, Slate, Meagher & Flom
(Illinois)
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