<PAGE>
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RULE 24F-2 NOTICE FOR
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 5
Registration Number 33-27906
February 27, 1995
Pursuant to Regulation 270.24f-2 ("Rule 24f-2")
promulgated under the Investment Company Act of 1940, as
amended, Dean Witter Reynolds Inc., as Sponsor of the above-
captioned trust (the "Trust"), a unit investment trust which
elected to register an indefinite number of units in accordance
with Rule 24f-2, hereby submits the notice and information
required by Rule 24f-2:
(i) The fiscal year for which this notice is filed
is the period beginning on and including January 1, 1994 and
ending on and including December 31, 1994 (the "Period").
(ii) The number or amount of securities of the same
class or series which have been registered under the Securities
Act of 1933, as amended, other than pursuant to Rule 24f-2 but
which remain unsold at the beginning of the Period was none.
(iii) The number or amount of securities registered
during the Period other than pursuant to Rule 24f-2 was none.
(iv) The number of securities sold during the Period
was 547,939.1
(v) Based on the number of securities referred to in
paragraph (iv) above, net of redemptions or repurchases
referred to in the footnote, the number of securities sold
___________________
1 Actual aggregate sale price for which securities were sold was
$570,638.00, less actual aggregate price of securities redeemed or
repurchased, $731,437.00, equals the net aggregate sale price of
($160,799.00.)
<PAGE>
-2-
during the Period in reliance upon registration pursuant to
Rule 24f-2 was none.
Very truly yours,
DEAN WITTER REYNOLDS INC.
By Michael D. Browne
Michael D. Browne
Vice President
(Letterhead of Cahill Gordon & Reindel)
February 27, 1995
(212) 701-3000
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: DEAN WITTER SELECT GOVERNMENT TRUST,
U.S. TREASURY SERIES 5
Gentlemen:
We have acted as special counsel for you, as
Sponsor of the above-referenced Trust, (a unit investment
trust, herein called the "Trust"), in connection with the
issuance under a Trust Indenture and Agreement and related
Reference Trust Agreement (collectively, the "Indenture"),
among you and United States Trust Company of New York, as
Trustee, of units of fractional undivided interest in the
Trust (in the aggregate, the "Units").
During the fiscal year ended December 31, 1994,
certain Units were sold by you upon their initial issuance
and/or in connection with your maintenance of a secondary
market for Units. United States Trust Company of New York,
as Trustee, has confirmed that certificates evidencing the
Units have been executed and delivered by the depositor and
the Trustee or the ownership of Units has been recorded on
the books of the Trustee, in either case in accordance with
the Indenture.
<PAGE>
We have examined copies of such documents deliv-
ered by the United States Trust Company of New York, the
Indenture, the form of certificate evidencing the Units,
the Rule 24f-2 Notice being filed today with the Securities
and Exchange Commission and such other documents as we have
deemed necessary or advisable for purposes of this opinion.
We have assumed that the copies of the documents we have
reviewed and the signatures thereon are genuine.
Based upon the foregoing, and in reliance upon
such documents delivered by United States Trust Company of
New York, we are of the opinion that the Units, registra-
tion of which such Rule 24f-2 Notice makes definite in num-
ber, were legally issued, fully paid and nonassessable.
Very truly yours,
CAHILL GORDON & REINDEL
