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Exhibit 5.1
CONSENT OF INDEPENDENT AUDITORS
To the Sponsor, Trustee and Unit Holders of
Tax Exempt Securities Trust, National Trust 246, California Trust 178,
Florida Trust 94, Minnesota Trust 119, and New Jersey Trust 146
We consent to the use of our report dated September 27, 2000, included
herein and to the reference to our firm under the heading "Auditors" in the
Prospectus.
/S/ KPMG LLP
New York, New York
September 27, 2000
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