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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 10 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 10 Industrial Portfolio 2001-1
(the "Trust"), in connection with the issuance under the Trust Indenture and
Agreement, dated September 30, 1993, 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 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 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 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. 333-50788) 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
