VOYAGEUR TAX EXEMPT TRUST SERIES 5
24F-2NT, 1996-04-26
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                     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 BEFORE PREPARING FORM.
                              PLEASE PRINT OR TYPE.


1.    Name and address of issuer:

          Voyageur Tax-Exempt Trust, Series 5
          90 South Seventh Street, Suite 4400
          Minneapolis, MN 55402

2.    Name of each series or class of funds for which this notice is filed:

          Colorado Insured Series 5, National Insured Series 1, Territorial
          Insured Series 2

3.    Investment Company Act File Number:

          811-4755

      Securities Act File Number:

           33-62681

4.    Last day of fiscal year for which this notice is filed:

          February 29, 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:

          N/A

6.    Date of termination of issuer's declaration under rule 24f-2(a)(1), if
      applicable (see instruction A.6):

          N/A

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:

          -0-

8.    Number and amount of securities registered during the fiscal year other
      than pursuant to rule 24f-2.

          -0-

9.    Number and aggregate sale price of securities sold during the fiscal year:

          760,996 units                    $7,653,983

10.   Number and aggregate sale price of securities sold during the fiscal year
      in reliance upon registration pursuant to rule 24f-2:

          760,996 units                    $7,653,983

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):

           N/A

12.   Calculation of registration fee:

<TABLE>

<S>                                                                                          <C>  
      (i)   Aggregate sale price of securities sold during the fiscal
            year in reliance on rule 24f-2 (from Item 10):                             $ 7,653,983
                                                                                       -----------

      (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):                                           -    92,181
                                                                                       -----------

      (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):                      7,561,802
                                                                                       -----------

      (vi)  Multiplier prescribed by Section 6(b) of the Securities Act
            of 1933 or other applicable law or regulation (see Instruction
            C.6):                                                                     x 1/29 of 1%
                                                                                       -----------

      (vii) Fee due [line (i) or line (v) multiplied by line (vii)]:                         2,608
                                                                                       ===========

</TABLE>

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)
                                                               [ ]

      Date of mailing or wire transfer of filing fees to the Commission's
      lockbox depository:

             April 26, 1996



                                   SIGNATURES

This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.

By (Signature and Title)*            /s/ Kenneth R. Larsen 
                                     Kenneth R. Larsen - Treasurer

Date   April 26, 1996

  *Please print the name and title of the signing officer below the signature.


- --------------------------------------------------------------------------------

                               CHAPMAN AND CUTLER
                             111 WEST MONROE STREET
                             CHICAGO, ILLINOIS 60603





                                  April , 1996



Voyageur Fund Managers, Inc.
90 South Seventh Street, Suite 4400
Minneapolis, Minnesota  55402


        Re:              Voyageur Tax-Exempt Trust, Series 5

Ladies/Gentlemen:

        We have served as counsel for Voyageur Fund Managers, Inc. ("Voyageur"),
as Sponsor and Depositor of Voyageur Tax-Exempt Trust, Series 5 in connection
with the preparation, execution and delivery of a Trust Indenture and Agreement
dated October 19, 1995 relating to such Fund pursuant to which the Depositor has
delivered to and deposited $10,750,000 principal amount of 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 of 1,111,350 Units 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 upon 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,



                                                     CHAPMAN AND CUTLER



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