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Exhibit 5
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(Letterhead of Cahill Gordon & Reindel)
December 29, 2000
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: Morgan Stanley Dean Witter
Select Equity Trust
Select 5 Industrial Portfolio 2001-1
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Gentlemen:
We have acted as special counsel for you as Depositor of the
Morgan Stanley Dean Witter Select Equity Trust Select 5 Industrial Portfolio
2001-1 (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 December 29, 2000 (such Trust Indenture and Agreement and
Reference Trust Agreement collectively referred to as the "Indenture"), between
you, as Depositor, and The Chase Manhattan Bank, 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 5 Industrial Portfolio
2001-1. 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 delivered 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.
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We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement (File No. 333-50790) 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
