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(Letterhead of Cahill Gordon & Reindel)
July 18, 2000
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: Morgan Stanley Dean Witter Select Equity Trust
Strategic Growth Large-Cap Portfolio 2000-3
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Gentlemen:
We have acted as special counsel for you as Depositor of the Morgan
Stanley Dean Witter Select Equity Trust Strategic Growth Large-Cap Portfolio
2000-3 (the "Trust"), in connection with the issuance under the Trust
Indenture and Agreement, dated January 22, 1991, as amended, and the related
Reference Trust Agreement, dated July 18, 2000 (such Trust Indenture and
Agreement and Reference Trust Agreement collectively referred to as the
"Indenture"), between you, as Depositor, and The Bank of New York, as
Trustee, of units of fractional undivided interest in said Trust (the
"Units") comprising the Units of Morgan Stanley Dean Witter Select Equity
Trust Strategic Growth Large-Cap Portfolio 2000-3. In rendering our opinion
expressed below, we have relied in part upon the opinions and representations
of your officers and upon opinions of counsel to Dean Witter Reynolds Inc.
Based upon the foregoing, we advise you that, in our opinion, when
the Indenture has been duly executed and deliv-
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ered on behalf of the Depositor and the Trustee and when the Receipt for
Units evidencing the Units has been duly executed and delivered by the
Trustee to the Depositor in accordance with the Indenture, the Units will be
legally issued, fully paid and nonassessable by the Trust, and will
constitute valid and binding obligations of the Trust and the Depositor in
accordance with their terms, except that enforceability of certain provisions
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors generally and by general
equitable principles.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement (File No. 333-37824) relating to the Units
referred to above and to the use of our name and to the reference to our firm
in said Registration Statement and the related Prospectus. Our consent to
such reference does not constitute a consent under Section 7 of the
Securities Act, as in consenting to such reference we have not certified any
part of the Registration Statement and do not otherwise come within the
categories of persons whose consent is required under said Section 7 or under
the rules and regulations of the Commission thereunder.
Very truly yours,
CAHILL GORDON & REINDEL
