Securities and Exchange Commission
Washington, D.C. 20549
Rule 24f-2 Notice
for
Registration Under the Securities Act of 1933 of Securities of
Unit Investment Trust Registered on Form N-8B-2
Registrant: Municipal Securities Trust
Series 38 and 66th Discount Series
Registration No. 33-21647
Depositor: Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
under the Investment Company Act of 1940
Form N-8B-2 File No. 811-2868
(i) Fiscal year for which this Notice is filed:
June 30, 1994
(ii) Number or amount of securities of the same class or series, if any,
which had been registered under the Securities Act of 1933 other
than pursuant to Rule 24f-2 under the Investment Company Act of 1940
but which remained unsold at the beginning of such fiscal year:
None
(iii) Number or aggregate dollar amount of securities, if any, registered
during such fiscal year other than pursuant to Rule 24f-2:
None
(iv) Number or aggregate dollar amount of securities sold during such
fiscal year:
$336,716.22
(v) Number or aggregate dollar amount of securities sold during such
fiscal year in reliance upon Rule 24f-2:
$336,716.22 *
Exhibit: Opinion of Messrs. Battle Fowler.
* The filing fee of $100.00 is calculated in accordance with
Rule 24f-2(c) and Section 6(b) of the Securities Act of 1933 and is
based upon the following: the actual aggregate sales price of the
506 units sold during such fiscal year in reliance upon Rule 24f-2
was $336,716.22; the actual aggregate dollar amount of units
redeemed or repurchased during the fiscal year was $300,349.27; and
the actual aggregate redemption or repurchase price of such
securities previously applied by the issuer pursuant to
Rule 24(e)-2(a) in filings made pursuant to Section 24(e)(1) was $0.
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SIGNATURE
Pursuant to the requirements of Rule 24f-2, the registrant,
Municipal Securities Trust, Series 38 and 66th Discount Series has duly
caused this Rule 24f-2 Notice to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and State of New York,
on this 26th day of August, 1994
Municipal Securities Trust
Series 38 and 66th Discount Series
(Registrant)
BEAR, STEARNS & CO. INC.
(Depositor)
By:
Peter J. DeMarco
(Authorized Signatory)
Battle Fowler
75 East 55th Street
New York, New York 10022
August 26, 1994
Bear, Stearns & Co. Inc.
245 Park Avenue
5th Floor
New York, New York 10167
Gentlemen:
We have acted as special counsel to Bear, Stearns & Co. Inc. as
Depositor, Sponsor and Principal Underwriter (the "Depositor") of
Municipal Securities Trust, Series 38 and 66th Discount Series (the
"Trust") in connection with the preparation by the Trust of a Rule 24f-2
Notice (the "Rule 24f-2 Notice") covering the registration of units of
fractional undivided interest (the "Units") in the Trust.
In connection with our representation, we have examined copies
of the following documents relating to the creation of the Trust and the
issuance and sale of the Units: (a) the Reference Trust Agreement dated
July 21, 1988 (the "Trust Agreement") among the Depositor, United States
Trust Company of New York, as Trustee, and Kenny S&P Evaluation Services,
a division of Kenny Information Systems, Inc., as Evaluator; (b) the
Notification of Registration on Form N-8A and the Registration Statement
on Form N-8B-2, as amended, relating to the Trust, as filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Investment Company Act of 1940 (the "1940 Act"); (c) the Registration
Statement on Form S-6 (File No. 33-21647) filed with the Commission
pursuant to the Securities Act of 1933 (the "1933 Act") and Amendment
No. 1 thereto (said Registration Statement, as amended by said Amendment
No. 1, being herein called the "Registration Statement") and all
subsequent Post-Effective Amendments to the Registration Statement as
filed with the Commission; (d) the form of final Prospectus (the
"Prospectus") relating to the Units, as filed with the Commission;
(e) certified resolutions of the Executive Committee of the Depositor
authorizing the execution and delivery by the Depositor of the Trust
Agreement and the consummation of the transactions contemplated thereby;
and (f) the Certificate of Incorporation and By-Laws, as amended to date,
of the Depositor, each certified to by an authorized officer of the
Depositor as of a recent date.
We have also examined (i) the Application for Orders of
Exemption from certain provisions of Sections 14(a) and 22(d) of the 1940
Act and Rules 19b-1 and 22c-1 thereunder, and the First Amendment thereto,
(ii) the Application for Orders of Exemption from certain provisions of
Sections 11(a) and 22(d) of the 1940 Act, which have been filed with the
Commission by the Depositor on behalf of New York Municipal Trust, Series
1 and Subsequent Series, and the related exemptive Orders issued on
November 8, 1978 and April 29, 1981, (iii) the Application for an Amended
Order of Exemption from certain provisions of Section 11(a) of the 1940
Act, which has been filed with the Commission by the Depositor and Gruntal
& Co. Inc. (the "Depositors") on behalf of Mortgage Securities Trust, CMO
Series 1 (and Subsequent Series); Municipal Securities Trust, Series 1
(and Subsequent Series (including Insured Municipal Securities Trust,
Series 1 (and Subsequent Series) and 5th Discount Series (and Subsequent
Series)); New York Municipal Trust, Series 1 (and Subsequent Series); and
A Corporate Trust, Series 1 (and Subsequent Series) on October 2, 1990 and
as amended thereafter and the related Exemptive Order (IC-18290) issued by
the Commission on August 28, 1991 and (iv) the Application for an Amended
Order of Exemption from certain provisions of Section 11(a) and 11(c) of
the 1940 Act, which has been filed with the Commission by the Depositors
on behalf of Municipal Securities Trust, Series 1 (and Subsequent Series
(including Insured Securities Trust, Series 1 (and Subsequent Series) and
5th Discount Series (and Subsequent Series)); New York Municipal Trust,
Series 1 (and Subsequent Series); A Corporate Trust, Series 1 (and
Subsequent Series); Mortgage Securities Trust (CMO Series 1 and Subsequent
Series); and Equity Securities Trust (Series 1, Signature Series, Gabelli
Communications Income Trust and Subsequent Series) on November 12, 1992
and as amended thereafter.
In rendering this opinion we have assumed the genuineness of all
signatures, the authenticity and completeness of all documents,
certificates and instruments submitted to us as originals, the conformity
with the originals of all documents, certificates and instruments
submitted to us as copies and the legal capacity to sign of all
individuals executing such documents, certificates and instruments.
We have assumed that each party has duly authorized, executed
and delivered the Trust Agreement, Registration Statement and other
instruments, certificates, agreements, documents executed in connection
with the transactions contemplated thereby (collectively "UIT Documents")
to which it is a party.
We have assumed that each party is duly qualified and has full
power and authority to perform its obligations under the UIT Documents and
the transactions contemplated by the UIT Documents.
We have assumed that each party complied with all orders, rules,
regulations applicable to it or in connection with the UIT Documents or
the transactions contemplated thereby. We have further assumed that no
party to the transaction contemplated by the UIT Documents is subject to
any statute, rule or regulation, or to any impediment to which contracting
parties are not generally subject, which requires such party to obtain the
authorization or consent of, or to register or make a declaration or
filing with, or inquiry of any governmental agency or regulatory
authority.
Based on such examination and assumptions, we are of the opinion
that the Units, the registration of which this Notice makes definitive,
when sold by the Depositor and purchased and paid for by the Unitholder,
duly executed, authenticated and delivered in accordance with the Trust
Agreement and the Registration Statement relating to such Units, the Units
were (i) validly issued, fully paid and nonassessable and (iii) legal,
valid and binding obligations of the Trust, and the holders of the Units
are entitled to the benefits of the related Trust Agreement, except as
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, arrangement, fraudulent conveyance, moratorium or other
laws relating to or affecting the enforcement of creditors' rights
generally and general principles of equity regardless of whether such
enforceability is considered in a proceeding in equity or at law.
We are not admitted to the practice of law in any jurisdiction
but the State of New York and we do not hold ourselves out as experts in
or express any opinion as to the laws of other states or jurisdictions
except as to matters of Federal and Delaware corporate law.
We hereby consent to the filing of this opinion as an exhibit to
the Rule 24f-2 Notice.
Very truly yours,
BATTLE FOWLER
