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(Letterhead of Cahill Gordon & Reindel)
August 31, 2000
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 2000-5
Gentlemen:
We have acted as special counsel for you as Depositor of the
Morgan Stanley Dean Witter Select Equity Trust Select 10 Industrial
Portfolio 2000-5 (the "Trust"), in connection with the issuance under
the Trust Indenture and Agreement, dated September 30, 1993, and the
related Reference Trust Agreement, dated August 31, 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 Select 10 Industrial Portfolio 2000-5. 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. 333-42916) 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
