Morgan Stanley Income Builder Fund – ‘24F-2NT’ for 9/30/96 – EX-5

As of:  Tuesday, 10/15/96   ·   For:  9/30/96   ·   Accession #:  1011196-96-2   ·   File #:  333-01995

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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     Dean Witter Income Builder Fund                        2     10K 
 2: EX-5        Opinion re: Legality                                   1      6K 

EX-5   —   Opinion re: Legality

DEAN WITTER INCOME BUILDER FUND                 
Two World Trade Center                
New York, New York  10048               

                October 11, 1996

Dean Witter Income Builder Fund                                                 
Two World Trade Center                                                          
New York, NY  10048                                                             

Dear Sirs:                                                                      

In connection with the public offering of shares of beneficial        
interest, $.01 par value, of Dean Witter Income Builder Fund                    
(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, October 11, 1996 (File No. 333-01995 and 811-7575), 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,
          /s/ Sheldon Curtis
              Sheldon Curtis
               General Counsel

yh\24f-2\opinion.ibf                                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘24F-2NT’ Filing		Date		Other Filings
Filed on:		10/15/96
		10/11/96
For Period End:		9/30/96		NSAR-B
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