Securities and Exchange Commission February 28, 1994
450 Fifth Street, N.W.
Wasington, D.C. 20549-1004
Rule 24f-2 Notice for Van Kampen Merritt Utility Income Trust
Series 5, File No. 33-43176
Ladies/Gentlemen:
As sponsor of Van Kampen Merritt Utility Income Trust, Series 5,
we are submitting the information required by Rule 24f-2 promulgated under
the Investment Company Act of 1940, as amended. We have wired our payment
of the fee prescribed by subsection (c) and the opinion of counsel specified
in subsection (b) (1) (v) of said Rule is enclosed.
(i) Fiscal year for which notice is filed: Year ended December 31, 1993
(ii) Number of securities registered other than pursuant to Rule 24f-2 and
remaining unsold at the beginning of the above fiscal year: 0 Units
(iii) Number of securies registered other than pursuant to Rule 24f-2
during the above fiscal year: 0 Units
(iv) Number of securities sold during the above fiscal year: 364,417 Units
(v) Number of securites sold in reliance upon registration pursuant to
Rule 24f-2 during the above fiscal year: 364,417 Units
__________________________
(1) Aggregate sales price to the public of securities sold
in reliance upon registration pursuant to Rule24f-2: $ 9,001,100
(2) Less actual aggregate redemption or repurchase price
of securities redeemed or repurchased during the
fiscal year: 7,339,625
(3) Plus actual aggregate redemption or repurchase
price of securities previously applied in filings
pursuant to Section 24 (e) (1): -0-
-----------
1,661,475
Amount of filing fee computed at one-twenty-
ninth of one percent (1/29 of 1%) of above total: $ -0-
Very truly yours,
Van Kampen Merritt
By:______________________________
Sandra A. Waterworth
Vice President
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
February 9, 1994
Van Kampen Merritt Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
Re: Van Kampen Merritt Utility Income Trust, Series 5
Gentlemen:
We have served as counsel for Van Kampen Merritt Inc. ("Van
Kampen"), as Sponsor and Depositor of Van Kampen Merritt Utility Income
Trust, Series 5 in connection with the preparation, execution and
delivery of a Trust Indenture and Agreement for the above-captioned
series of which Van Kampen is Depositor and Bank of New York is Trustee,
pursuant to which the Depositor has delivered to and deposited Bonds
listed in Schedule A to the Trust Indenture and Agreement with the
Trustee and pursuant to which the Trustee has issued to or on the order
of the Depositor a certificate or certificates representing an aggregate
number of Units of fractional undivided interest in and ownership of the
Trust created under said Trust Indenture and Agreement.
In connection therewith, we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to
enable us to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that the
certificates evidencing the Units in the Trust constitute valid and
binding obligations of the Trust in accordance with the terms thereof.
Very truly yours,
CHAPMAN AND CUTLER
