U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form.
Please print or type.
1. Name and address of issuer:
Reich & Tang Distributors L.P.
600 Fifth Avenue New York, New York
10020-2302
2. Name of each series or class of funds for which this notice is filed:
Municipal Securities Trust, Series 55 and Multi-State Series 45
3. Investment Company Act File Number: 811-2868
Securities Act File Number: 33-52829
4. Last day of fiscal year for which this notice is filed: December 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration: / /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
Not Applicable
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
C/M: 11939.0008 339704.1
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9. Number and aggregate sale price of securities sold during the fiscal year:
53 Shares $ 22,774.33
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
53 Shares $ 22,774.33
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
Not Applicable
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
22during the fiscal year in reliance on
rule 24f-2 (from Item 10) $ 22,774.33
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 0
-----------------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 20,484.49
-----------------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule
24e-2 (if applicable): + 0
-----------------------
(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance
on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if
applicable): 2,289.84
-----------------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6): x 1/3300
-----------------------
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 0.69
-----------------------
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only
if the form is being filed within 60 days after the close of the
issuer's fiscal year. See instruction C.3.
13. Check Box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). / /
Exhibit: Opinion of Messrs. Battle Fowler LLP
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: February 21, 1997
C/M: 11939.0008 339704.1
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SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indica ed.
By (Signature and Title)* ______________________________________
Peter J. DeMarco, Authorized Signatory
Date: February 24, 1997
*Please print the name and title of the signing officer below the signature.
C/M: 11939.0008 339704.1
BATTLE FOWLER LLP
A LIMITED LIABILITY PARTNERSHIP
75 East 55th Street
New York, New York 10022
(212) 856-7000
(212) 856-6853
February 28, 1997
Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, New York 10020
Gentlemen:
We have acted as special counsel to Reich & Tang Distributors
L.P. as Depositor, Sponsor and Principal Underwriter (the "Depositor") of
Municipal Securities Trust, Series 55 and Multi-State Series 45 (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 April
14, 1994 (the "Trust Agreement") among the Depositor, The Chase Manhattan Bank,
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. 33-52829) 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 the
Depositor authorizing the execution and delivery by the Depositor of the Trust
Agreement and the consummation of the transactions
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contemplated thereby; and (f) the Certificate of Incorporation and By-Laws, as
amended to date, of the Depositor, each certified to by an authorized officer of
the Depositor as of a recent date.
We have also 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 Order of Exemption from certain provisions of Sections 11(a)
and 11(c) of the 1940 Act, filed on behalf of Reich & Tang Distributors L.P.;
Equity Securities Trust (Series 1, Signature Series 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) granted on October 9,
1996.
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 the Trust Agreement, 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 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
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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 (ii) 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
168093.1
