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(Letterhead of Cahill Gordon & Reindel)
October 17, 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 2000-4
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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 2000-4 (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 October 17, 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 2000-4. 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. 333-44516) 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
