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 45 and 73rd Discount Series
Registration No. 33-29313
Depositor: Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Gruntal & Co., Incorporated
14 Wall Street
New York, New York 10005
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, 1995
(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:
$371,288.58
73445.1
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(v) Number or aggregate dollar amount of securities sold
during such fiscal year in reliance upon Rule 24f-2:
$371,288.58*
Exhibit: Opinion of Messrs. Battle Fowler LLP.
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* 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 653 units sold during such
fiscal year in reliance upon Rule 24f-2 was $371,288.58;
the actual aggregate dollar amount of units redeemed or
repurchased during the fiscal year was $265,383.34; 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 Sec-
tion 24(e)(1) was $0.
-2-
73445.1
<PAGE>
SIGNATURE
Pursuant to the requirements of Rule 24f-2, the
registrant, Municipal Securities Trust, Series 45 and 73rd
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 25th day
of August, 1995.
Municipal Securities Trust
Series 45 and 73rd Discount Series
(Registrant)
BEAR, STEARNS & CO. INC.
(Depositor)
By:
Peter J. DeMarco
(Authorized Signatory)
GRUNTAL & CO., INCORPORATED
(Depositor)
By: Bear, Stearns & Co. Inc.
(as Attorney-in-Fact)
By:
Peter J. DeMarco
(Authorized Signatory)
73445.1
Battle Fowler LLP
A Limited Liability Partnership
Park Avenue Tower
75 East 55th Street
New York, New York 10022
August 25, 1995
Bear, Stearns & Co. Inc.
245 Park Avenue
5th Floor
New York, New York 10167
Gruntal & Co., Incorporated
14 Wall Street
New York, New Yo k 10005
Gentlemen:
We have acted as special counsel to Bear, Stearns & Co.
Inc. and Gruntal & Co., Incorporated as Depositors, Sponsors and
Principal Underwriters (collectively, the "Depositors") of Municipal
Securities Trust, Series 45 and 73rd 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 20, 1989 (the "Trust Agreement") among
the Depositors, United States Trust Company of New York, as Trustee,
and Kenny S&P Evaluation Services, a division of J.J. Kenny Co.,
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. 33-29313) 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
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2
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 each of the
Depositors authorizing the execution and delivery by the Depositors
of the Trust Agreement and the consummation of the transactions
contemplated thereby; and (f) the Certificates of Incorporation and
By-Laws, as amended to date, of each of the Depositors, each
certified to by an authorized officer of each of the Depositors as
of a recent date.
We have examined 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. In addition, we have examined the Application for an Order
of Exemption from certain provisions of Sections 11(a) and 11(c) of
the 1940 Act, which has been filed with the Commission by the
Depositor and Gruntal & Co., Incorporated; Equity Securities Trust
(Series 1, Signature Series, Gabelli Communications Income Trust and
Subsequent Series), 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 November 12, 1992 and as amended thereafter and the
related Exemptive Order (IC-20729) issued by the Commission on
November 22, 1994.
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 each of the Trust Agreements, 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
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3
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 LLP
208728.1
