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
Multi-State Series 39, Series 47
and 75th Discount Series
Registration No. 33-33606
Depositors: 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:
December 31, 1993
(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:
$511,991.75
(v) Number or aggregate dollar amount of securities sold during such
fiscal year in reliance upon Rule 24f-2:
$511,991.75 *
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
537 units sold during such fiscal year in reliance upon Rule 24f-2
was $511,991.75; the actual aggregate dollar amount of units
redeemed or repurchased during the fiscal year was $466,355.39; 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.
<PAGE>
SIGNATURE
Pursuant to the requirements of Rule 24f-2, the registrant,
Municipal Securities Trust, Multi-State Series 39, Series 47 and 75th
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 February, 1994.
Municipal Securities Trust
Multi-State Series 39, Series 47
and 75th 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)
Battle Fowler
280 Park Avenue
New York, N.Y. 10017
February 25, 1994
Bear, Stearns & Co. Inc.
245 Park Avenue
5th Floor
New York, New York 10167
Gruntal & Co., Incorporated
14 Wall Street
New York, New York 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, Multi-State
Series 39, Series 47 and 75th 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 March 30, 1990 (the
"Trust Agreement") among the Depositors, 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. 33-33606) 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 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 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 Bear, Stearns & Co. Inc. 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
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) 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 each of the Trust Agreements,
Registration Statement and other instruments, certificates,
agreements, documents executed in connection with the
transactions contemplated thereby (collectively "U.I.T
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 U.I.T. Documents and the transactions contemplated
by the U.I.T. Documents.
We have assumed that each party complied with all
orders, rules, regulations applicable to it or in connection
with the U.I.T. Documents or the transactions contemplated
thereby. We have further assumed that no party to the
transaction contemplated by the U.I.T. 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
