Exhibit 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of
Municipal Investment Trust Fund--Multistate Series--323 (California, Florida and
New Jersey Trusts), Defined Asset Funds
We consent to the use in this Post-Effective Amendment No. 2 to Registration
Statement No. 333-45439 of our opinion dated May 31, 2000 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading "How The Fund Works--Auditors" in such Prospectus.
DELOITTE & TOUCHE LLP
New York, N.Y.
July 12, 2000
