FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Legg Mason Unit Investment Trust, Series 5, 111 S. Calvert St.,
Baltimore, MD 21202
2. Name of each series or class of funds for which this notice is filed:
Legg Mason Regional Bank and Thrift Trust, Series 1
3. Investment Company Act File Number: 811-2880
Securities Act File Number: 33-90620
4. Last day of fiscal year for which this notice is filed: December 31, 1995
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):
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
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 2,136,148
Sale Price: $41,163,575
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 2,136,148
Sale Price: $41,163,575
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):
None
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10):
$41,163,575
(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): 0
(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):
$41,163,575
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see instruction
C.6): 1/2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$14,194.34
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only
if the form is being filed within 60 days after the 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).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: February 28, 1996
SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacities and on the dates indicated.
By /s/Marie K. Karpinski
Marie K. Karpinski
Vice President and Treasurer
Date February 29, 1996
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
FEBRUARY 28, 1996
Legg Mason Wood Walker, Incorporated
111 South Calvert Street
P.O. Box 1476
Baltimore, Maryland 21203-1476
Re: Legg Mason Unit Investment Trust, Series 5
Ladies/Gentlemen:
We have served as counsel for Legg Mason Wood Walker, Incorporated ("Legg
Mason"), as Sponsor and Depositor of Legg Mason Unit Investment Trust Series 5
in connection with the preparation, execution and delivery of a Trust Indenture
and Agreement for the above-captioned series of which Legg Mason is Depositor
and The Bank of New York is Trustee, pursuant to which the Depositor has
delivered to and deposited Securities 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 Unit of fractional undivided interest in and
ownership of the Fund 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 on the foregoing, we are of the opinion that the certificates
evidencing the Units in the Fund constitute valid and binding obligations of the
Fund in accordance with the terms thereof.
Respectfully submitted,
/s/CHAPMAN AND CUTLER
