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<SEC-DOCUMENT>0000950137-06-001957.txt : 20060216
<SEC-HEADER>0000950137-06-001957.hdr.sgml : 20060216
<ACCEPTANCE-DATETIME>20060216150935
ACCESSION NUMBER:		0000950137-06-001957
CONFORMED SUBMISSION TYPE:	POS EX
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20060216
DATE AS OF CHANGE:		20060216
EFFECTIVENESS DATE:		20060216

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST
		CENTRAL INDEX KEY:			0000884152
		IRS NUMBER:				363810337
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		POS EX
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-126305
		FILM NUMBER:		06624988

	BUSINESS ADDRESS:	
		STREET 1:		VAN KAMPEN INVESTMENTS INC.
		STREET 2:		1221 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10020
		BUSINESS PHONE:		2127625441

	MAIL ADDRESS:	
		STREET 1:		VAN KAMPEN INVESTMENTS INC.
		STREET 2:		1221 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10020

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN AMERICAN CAPITAL MUNICIPAL OPPORTUNITY TRUST
		DATE OF NAME CHANGE:	19960102

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN MERRITT MUNICIPAL OPPORTUNITY TRUST
		DATE OF NAME CHANGE:	19920929
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS EX
<SEQUENCE>1
<FILENAME>c02105posex.txt
<DESCRIPTION>POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT
<TEXT>
<PAGE>


    As filed with the Securities and Exchange Commission on February 16, 2006



                                             Securities Act File No. 333-126305
                                      Investment Company Act File No. 811-06567
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-14
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                          PRE-EFFECTIVE AMENDMENT NO.
                       [X] POST-EFFECTIVE AMENDMENT NO. 1



                        (CHECK APPROPRIATE BOX OR BOXES)

                     VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST

        (EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)

                                 (800) 341-2929
                        (AREA CODE AND TELEPHONE NUMBER)

                           1221 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10020
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                              AMY R. DOBERMAN, ESQ.
                                MANAGING DIRECTOR
                           VAN KAMPEN INVESTMENTS INC.
                           1221 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10020
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                   COPIES TO:

                             CHARLES B. TAYLOR, ESQ.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                              333 WEST WACKER DRIVE
                             CHICAGO, ILLINOIS 60606
                                 (312) 407-0700


================================================================================




<PAGE>




                                EXPLANATORY NOTE


         The Joint Proxy Statement/Prospectus and the Statement of Additional
Information in the form filed on September 7, 2005 pursuant to Rule 497 of the
General Rules and Regulations under the Securities Act of 1933, as amended, are
incorporated herein by reference.



         This amendment is being filed in order to file, as Exhibit 12 to this
Registration Statement, the tax opinion of Skadden, Arps, Slate, Meagher & Flom
LLP, tax counsel for the Registrant, and to file, as Exhibit 16 to this
Registration Statement, a power of attorney executed by certain officers of the
Registrant and each of the current members of the Registrant's Board of
Trustees.



<PAGE>

                           PART C: OTHER INFORMATION

ITEM 15. INDEMNIFICATION


         There has been no change in the information set forth in Item 15 of the
most recently filed Registration Statement of Van Kampen Municipal Opportunity
Trust (the "Registrant") on Form N-14 under the Securities Act of 1933 and the
Investment Company Act of 1940 (File Nos. 333-126305 and 811-06567) as filed
with the Securities and Exchange Commission on August 10, 2005, which
information is incorporated herein by reference.





ITEM 16. EXHIBITS



         (1)   (a)   Declaration of Trust of the Registrant and
                     amendments thereto++



               (b)   Form of Certificate of Vote Establishing Preferred Shares
                     and amendments thereto (included as Appendix B to the
                     Statement of Additional Information contained in this
                     Registration Statement)++



         (2)   (a)   Bylaws of the Registrant++



               (b)   Articles of Amendment to the Bylaws++


         (3)         Not Applicable


         (4)         Form of Agreement and Plan of Reorganization between the
                     Registrant and the Target Fund (included as Appendix A to
                     the Statement of Additional Information contained in this
                     Registration Statement)++



         (5)   (a)   Specimen share certificate for common shares of the
                     Registrant++



               (b)   Specimen share certificate for preferred shares of the
                     Registrant++



         (6)   (a)   Investment Advisory Agreement++



               (b)   Amendment Number One to the Investment Advisory
                     Agreement++


         (7)         Not Applicable


         (8)   (a)   Form of Amended and Restated Deferred Compensation Plan++



               (b)   Form of Retirement Plan++



         (9)   (a)   Custodian Contract++



               (b)   Amendment to Custodian Contract++


         (10)        Not Applicable


         (11)        Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom
                     LLP++



         (12)        Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP+



         (13)  (a)   Transfer Agency and Service Agreement++



               (b)   Auction Agency Agreement++



               (c)   Form of Broker-Dealer Agreement++



               (d)   (i)   Letter of Representations++



                     (ii)  Form of Letter of Representations ++



               (e)   Fund Accounting Agreement++



               (f)   Amended and Restated Legal Services Agreement++



         (14)        Consent of Independent Registered Public Accounting
                     Firm++


         (15)        Not Applicable


         (16)        Power of Attorney+






         (17)  (a)   Code of Ethics of the Investment Adviser++



               (b)   Code of Ethics of the Funds++



         (99)  (a)   Proxy card for the Target Fund++



               (b)   Proxy card for the Registrant++





         +     Filed herewith.





         ++       Incorporated by reference to Pre-Effective Amendment No. 1 to
                  Registrant's Registration Statement on Form N-14, File Nos.
                  333-126305 and 811-06567, filed August 10,2005.



ITEM 17. UNDERTAKINGS

         (1)      The undersigned Registrant agrees that prior to any public
                  reoffering of the securities registered through use of a
                  prospectus which is part of this Registration Statement by any
                  person or party who is deemed to be an underwriter within the
                  meaning of Rule 145(c) of the Securities Act of 1933, as
                  amended, the reoffering prospectus will contain information
                  called for by the applicable registration form for reofferings
                  by persons who may be deemed underwriters, in addition to the
                  information called for by other items of the applicable form.

         (2)      The undersigned Registrant agrees that every prospectus that
                  is filed under paragraph (1) above will be filed as part of an
                  amendment to the registration statement and will not be used
                  until the amendment is effective, and that, in determining any
                  liability under the Securities Act of 1933, as amended, each
                  post-effective amendment shall be deemed to be a new
                  registration statement for the securities offered therein, and
                  the offering of securities at that time shall be deemed to be
                  the initial bona fide offering of them.





                                      C-1
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Amendment to the Registration Statement to
be signed on its behalf by the undersigned, hereunto duly authorized, in the
City of New York, and the Sate of New York, on February 16, 2006.


                                        VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST

                                        By:   /s/ Stefanie V. Chang Yu
                                              ----------------------------------
                                               Stefanie V. Chang Yu
                                               Vice President and Secretary


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.


               SIGNATURES             TITLE
               ----------             -----
PRINCIPAL EXECUTIVE OFFICER:


/s/ Ronald E. Robison*                President and Principal Executive Officer
- --------------------------------
Ronald E. Robison


PRINCIPAL FINANCIAL OFFICER:


/s/ Phillip G. Goff                   Chief Financial Officer and Treasurer
- --------------------------------
Phillip G. Goff


TRUSTEES:

/s/ David C. Arch*                    Trustee
- --------------------------------
David C. Arch

/s/ Jerry D. Choate*                  Trustee
- --------------------------------
Jerry D. Choate

/s/ Rod Dammeyer*                     Trustee
- --------------------------------
Rod Dammeyer


                                      C-2
<PAGE>


/s/ Linda Hutton Heagy*                 Trustee
- ---------------------------------------
Linda Hutton Heagy

/s/ R. Craig Kennedy*                   Trustee
- ---------------------------------------
R. Craig Kennedy

/s/ Howard J Kerr*                      Trustee
- ---------------------------------------
Howard J Kerr




/s/ Jack E. Nelson*                     Trustee
- ---------------------------------------
Jack E. Nelson




/s/ Hugo F. Sonnenschein*               Trustee
- ---------------------------------------
Hugo F. Sonnenschein

/s/ Wayne W. Whalen*                     Trustee
- ---------------------------------------
Wayne W. Whalen

/s/ Suzanne H. Woolsey*                  Trustee
- ---------------------------------------
Suzanne H. Woolsey

- ------------------
* Signed by Stefanie V. Chang Yu pursuant to a power of attorney filed herewith.


         /s/ Stefanie V. Chang Yu                   February 16, 2006
         ----------------------------------------
         Stefanie V. Chang Yu
         Attorney-in-Fact




                                      C-3
<PAGE>
                                  EXHIBIT INDEX


(12)     Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP



(16)     Power of Attorney




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.12
<SEQUENCE>2
<FILENAME>c02105exv99w12.txt
<DESCRIPTION>TAX OPINION
<TEXT>
<PAGE>
                                                                      EXHIBIT 12

                                                     January 27, 2006



Van Kampen Municipal Opportunity Trust
1 Parkview Plaza
PO Box 5555
Oakbrook Terrace, Illinois 60181-5555

Van Kampen Advantage Municipal Income Trust
1 Parkview Plaza
PO Box 5555
Oakbrook Terrace, Illinois 60181-5555

Ladies and Gentlemen:

     We have acted as special counsel to the Van Kampen Municipal Opportunity
Trust (the "Acquiring Fund"), a closed-end management investment company
organized as a Massachusetts business trust, and to the Van Kampen Advantage
Municipal Income Trust (the "Target Fund"), a closed-end management investment
company organized as a Massachusetts business trust, in connection with (i) the
acquisition by the Acquiring Fund of all of the assets of the Target Fund,
solely in exchange for common shares of beneficial interest of the Acquiring
Fund, par value $0.01 per share, auction preferred shares of the Acquiring Fund,
par value of $0.01 per share and with a liquidation preference of $25,000 per
share, and the assumption by the Acquiring Fund of all of the liabilities of the
Target Fund and (ii) the subsequent liquidation of the Target Fund
(collectively, the "Reorganization"), pursuant to the Agreement and Plan of
Reorganization, dated February 3, 2005, between the Acquiring Fund and the
Target Fund (the "Agreement"). You have requested our opinion regarding whether
the Reorganization will be treated for United States federal income tax purposes
as a reorganization qualifying under Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code"). Unless otherwise defined, capitalized terms
used in this opinion have the meanings assigned to them in the Agreement.

     In connection with our opinion, we have reviewed originals or copies,
certified or otherwise identified to our satisfaction, of the Agreement, the
Proxy Statement/Prospectus (prepared with respect to the Reorganization), the
Statement of Additional Information (also prepared with respect to the
Reorganization) and such other documents, certificates and records as we have
deemed necessary or appropriate as a basis for the opinion set forth below. We
have assumed that the Reorganization will be consummated in accordance with the
Agreement, the Proxy Statement/Prospectus, the Statement of Additional
Information and such other documents, certificates and records.

     For purposes of our opinion, we have assumed the legal capacity of all
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 or photostatic copies and
the authenticity of the originals of such latter documents. We have assumed that
such documents, certificates and records are duly authorized, valid and
enforceable.

     In rendering our opinion, we have also relied upon statements and
representations of officers and other representatives of the Acquiring Fund and
the Target Fund and have assumed that such statements and representations are
and will continue to be correct without regard to any qualification as to
knowledge or belief.

     Our opinion is based on the Code, Treasury regulations, judicial
authorities, published positions of the Internal Revenue Service (the "IRS") and
such other authorities as we have considered relevant, all as in effect as of
the date of this opinion and all of which are subject to change or differing
interpretations (possibly with retroactive effect). A change in the authorities
upon which our opinion is based could affect our conclusions. An opinion of
counsel is not binding on the IRS or any court. No assurance can be given that
the IRS would not assert, or that a court would not sustain, a position contrary
to this opinion.

     Based upon and subject to the foregoing, we are of the opinion that, for
United States federal income tax purposes, the Reorganization will be treated as
a "reorganization" within the meaning of Section 368(a) of the Code.

     Except as set forth above, we express no other opinion. This opinion is
expressed as of the date hereof, and we are under no obligation to supplement or
revise our opinion in order to reflect any changes in applicable law (including
any changes that have retroactive effect) or any information, statement,
representation or assumption relied upon in this opinion that becomes untrue,
incorrect or incomplete. This opinion is delivered to you solely for your
benefit and cannot be relied upon by anyone else without our written consent.



                                                     Very truly yours,

                                    /s/ Skadden, Arps, Slate, Meagher & Flom LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.16
<SEQUENCE>3
<FILENAME>c02105exv99w16.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<PAGE>

                                                                    EXHIBIT (16)

                                POWER OF ATTORNEY


The undersigned,

1)       being officers and trustees/directors of:

         a)     each of the Van Kampen Open-End Trusts (the "Delaware Open-End
                Trusts") as indicated on Schedule 1 attached hereto and
                incorporated by reference, each a Delaware statutory trust,

         b)     the Van Kampen Pennsylvania Tax Free Income Fund (the
                "Pennsylvania Open-End Trust"), a Pennsylvania trust, and

         c)     the Van Kampen Series Fund, Inc. (the "Corporation"), a Maryland
                corporation, (collectively, the Delaware Open-End Trusts,
                Pennsylvania Open-End Trust, and the Corporation are referred to
                herein as the "Open-End Funds");

         d)     each of the Van Kampen Closed-End Trusts (the "Massachusetts
                Closed-End Trusts") as indicated on Schedule 2 attached hereto
                and incorporated by reference, each a Massachusetts business
                trust,

         e)     the Van Kampen Bond Fund (the "Delaware Closed-End Trust"), a
                Delaware statutory trust,

         f)     each of the Van Kampen Pennsylvania Quality
                Municipal Trust, Van Kampen Trust for Investment
                Grade Pennsylvania Municipals, Van Kampen Advantage
                Pennsylvania Municipal Income Trust and Van Kampen
                Pennsylvania Value Municipal Income Trust (the
                "Pennsylvania Closed-End Trusts"), each a
                Pennsylvania trust (collectively, the Massachusetts
                Closed-End Trusts, Delaware Closed-End Trust and
                Pennsylvania Closed-End Trusts are referred to
                herein as the "Closed-End Funds");

2)       being officers and trustees, with the exception of Jerry D. Choate,
         Linda Hutton Heagy, R. Craig Kennedy, Ronald E. Robison (Mr. Robison
         is president but not a trustee), Jack E. Nelson and Suzanne H. Woolsey,
         of:

         a)     each of the Van Kampen Senior Income Trust and Van Kampen Senior
                Loan Fund (the "Senior Loan Funds"), each a Massachusetts
                business trust;

3)       being officers and managing general partners of:

         a)     the Van Kampen Exchange Fund (the "Exchange Fund"), a California
                Limited Partnership (collectively, the Open-End Funds,
                Closed-End Funds, Senior Loan Funds and Exchange Fund are
                referred to herein as the "Funds")

do hereby, in the capacities shown below, appoint any Assistant Secretary,
Secretary or Vice President of the Funds, as agents and attorneys-in-fact with
full power of substitution and resubstitution, for each of the undersigned, as
fully to all intents as he or she might or could do in person, for the purposes
to execute and deliver, for and on behalf of the undersigned, any Registration
Statement on Form N-1A of the Open-End Funds or Exchange Fund (including any and
all amendments thereto), any Registration Statement on Form N-2 of the
Closed-End Funds or Senior Loan Funds (including any and all amendments
thereto), any Registration Statement on Form N-14 of the Funds (including any
and all amendments thereto) and any other document, upon the advice of counsel,
filed by each Fund with the Securities and Exchange Commission pursuant to the
provisions of the Securities Act of 1933, the Securities Exchange Act of 1934
and the Investment Company Act of 1940.

         This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original, but which taken together shall constitute
one instrument.

Dated: November 16, 2005

<PAGE>
<TABLE>
<CAPTION>

             Signature                                                                    Title
             ---------                                                                    -----

<S>                                                                     <C>
/s/ Ronald E. Robison                                                   President and Principal Executive Officer
- ----------------------------------
      Ronald E. Robison


/s/ Phillip G. Goff                                                       Chief Financial Officer and Treasurer
- ----------------------------------
          Phillip G. Goff

/s/ Stefanie Chang Yu                                                         Vice President and Secretary
- ----------------------------------
         Stefanie Chang Yu

/s/ David C. Arch                                                       Trustee/Director/Managing General Partner
- ----------------------------------
           David C. Arch

/s/ Jerry D. Choate                                                     Trustee/Director/Managing General Partner
- ----------------------------------
          Jerry D. Choate


/s/ Rod Dammeyer                                                        Trustee/Director/Managing General Partner
- ----------------------------------
           Rod Dammeyer


/s/ Linda Hutton Heagy                                                  Trustee/Director/Managing General Partner
- ----------------------------------
        Linda Hutton Heagy


/s/ R. Craig Kennedy                                                    Trustee/Director/Managing General Partner
- ----------------------------------
         R. Craig Kennedy


/s/ Howard J Kerr                                                       Trustee/Director/Managing General Partner
- ----------------------------------
           Howard J Kerr


/s/ Jack E. Nelson                                                      Trustee/Director/Managing General Partner
- ----------------------------------
          Jack E. Nelson


/s/ Hugo F. Sonnenschein                                                Trustee/Director/Managing General Partner
- ----------------------------------
       Hugo F. Sonnenschein


/s/ Wayne W. Whalen                                                     Trustee/Director/Managing General Partner
- ----------------------------------
          Wayne W. Whalen


/s/ Suzanne H. Woolsey                                                  Trustee/Director/Managing General Partner
- ----------------------------------
        Suzanne H. Woolsey

</TABLE>


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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