Morgan Stanley Multi Cap Growth Trust – ‘24F-2NT’ for 11/30/96 – EX-5

As of:  Friday, 1/24/97   ·   For:  11/30/96   ·   Accession #:  1002427-97-2   ·   File #:  33-63685

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Annual Notice of Securities Sold by an Investment Company   —   Form 24F-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 24F-2NT     Tcw/Dw Mid-Cap Equity Trust                            2     10K 
 2: EX-5        Opinion re: Legality                                   1      7K 

EX-5   —   Opinion re: Legality

DEAN WITTER INTERCAPITAL INC.                 
Two World Trade Center                
New York, NY  10048               

                January 24, 1997

TCW/DW Mid-Cap Equity Trust                                                     
Two World Trade Center                                                          
72nd Floor                                                                      
New York, NY  10048                                                             

Dear Sirs:                                                                      

In connection with the public offering of shares of beneficial        
interest, $.01 par value, of TCW/DW Mid-Cap Equity Trust (the                   
"Trust"), I have examined such corporate records and documents and              
have made such further investigation and examination as I have                  
deemed necessary for the purpose of this opinion.                               

It is my opinion, as Legal Counsel for the Trust, that the            
Trust is an unincorporated business trust duly organized and                    
validly existing under the laws of the State of Massachusetts and               
that the shares of beneficial interest covered by the Rule 24f-2                
Notice, January 24, 1997 (File No. 33-63685 and 811-7377), were                 
issued and paid for in accordance with the terms of the offering,               
as set forth in the prospectus filed as part of the Registration                
Statement, as amended, of the Trust and were legally issued, fully              
paid and non-assessable by the Trust.                                           

I hereby consent to the filing of this opinion as an exhibit          
to the Notice pursuant to Rule 24f-2.   In giving this consent, I               
do not thereby admit that I am within the category of persons whose             
consent is required under Section 7 of the Securities Act of 1933,              
as amended, or the rules and regulations of the Securities and                  
Exchange Commission thereunder.                                                 

                 Very truly yours,

              Sheldon Curtis
               General Counsel
yh:\24f-2\opinion.tmc                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘24F-2NT’ Filing		Date		Other Filings
Filed on:		1/24/97		485BPOS,  NSAR-B
For Period End:		11/30/96		N-30D,  NSAR-B
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