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<PAGE>
Exhibit 5.1
CONSENT OF INDEPENDENT AUDITORS
The Sponsor, Trustee and Unit Holders of Equity Focus Trusts--CitiSector
Series, 2000-C
We consent to the use of our report dated November 29, 2000 included herein
and to the reference to our firm under the heading "Auditors" in the
Prospectus.
/s/ KPMG LLP
New York, New York
November 29, 2000
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