<PAGE>
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RULE 24F-2 NOTICE FOR
NATIONAL EQUITY TRUST SHARES 5
Registration Number 33-45331
February 14, 1994
Pursuant to Regulation 270.24f-2 ("Rule 24f-2")
promulgated under the Investment Company Act of 1940, as
amended, Prudential Securities Incorporated, as Sponsor of
National Equity Trust Shares 5 (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 February 3, 1993 and
ending on and including January 31, 1994 (the "Period"). The
election to register an indefinite number of securities
pursuant to Rule 24f-2 was terminated, effective January 31,
1994, by Post-Effective Amendment No. 1 to the Registration
Statement filed on February 14, 1994.
(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 428,400.1
___________________
1 Actual aggregate sale price for which securities were sold
was $5,350,716.00, less actual aggregate price of
securities redeemed or repurchased, $1,317,686.00, equals
the net aggregate sale price of $4,033,030.00.
Footnote continued on next page.
<PAGE>
-2-
(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
during the Period in reliance upon registration pursuant to
Rule 24f-2 was 258,376.
Very truly yours,
PRUDENTIAL SECURITIES
INCORPORATED
By Richard R. Hoffmann
Richard R. Hoffmann
First Vice President
___________________
Footnote continued from previous page.
A filing fee in the amount of $890.71 (the total fee of
$1,390.71, in respect of $5,350,716.00 amount of
securities of the Sponsor, net of the $500.00 initial
filing fee for the Trust as the 24f-2 election was
terminated, effective January 31, 1994, by Post-Effective
Amendment No. 1 to the Registration Statement filed
February 14, 1994), has been included in this filing via
wire transfer to the designated lock-box.
<PAGE>
(Letterhead of Cahill Gordon & Reindel)
February 14, 1994
(212) 701-3000
Prudential Securities Incorporated
One Seaport Plaza
199 Water Street
New York, New York 10292
Re: NATIONAL EQUITY TRUST SHARES 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 January 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<PAGE>
the books of the Trustee, in either case in accordance with
the Indenture.
We have examined copies of such documents
delivered 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 the United States Trust Company
of New York, we are of the opinion that the Units,
registration of which such Rule 24f-2 Notice makes definite
in number, were legally issued, fully paid and
nonassessable.
Very truly yours,
CAHILL GORDON & REINDEL
