CHAPMAN AND CUTLER LLP
                             111 WEST MONROE STREET
                               CHICAGO, IL 60603


                                  June 3, 2015


Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

                 Re: Elkhorn Unit Trust, Series 5 (the "Fund")
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Ladies and Gentlemen:

      Enclosed please find a copy of the Registration Statement on Form S-6 for
the registration under the Securities Act of 1933, as amended (the "Securities
Act") of units representing the ownership of interests in the subject Fund. This
Registration Statement is filed on June 3, 2015, on behalf of Elkhorn
Securities, LLC (the "Sponsor").

      The Fund is expected to be comprised of the following unit investment
trusts: Elkhorn Cap-X Achievers Portfolio, Series 2 (the "CAP-X Achievers
Trust"), Elkhorn Foundation Pure Water Portfolio, Series 2 (the "Pure Water
Trust") and Elkhorn Sector Neutral Portfolio of DWA ETFs, Series 2 (the "Sector
Neutral Trust"). The Cap-X Achievers Trust and Pure Water Trust will each invest
in a portfolio of common stocks. The Sector Neutral Trust will invest in a
portfolio of shares of exchange-traded funds ("ETFs"). We ask that the
Securities and Exchange Commission (the "Commission") review the CAP-X Achievers
Trust, Pure Water Trust and Sector Neutral Trust.

      We are advised that the Sponsor proposes to deposit securities and to
activate the subject Fund as soon as practicable after the effective date of the
Registration Statement. An appropriate amendment to the Registration Statement
to reflect such deposit will be promptly filed with the Commission at that time,
accompanied by the request of the Sponsor that the Registration Statement filed
under the Securities Act be made effective.

      Inasmuch as the Fund is not yet operative, no filings have been required
under any of the acts administered by the Commission. Therefore, for purposes of
Securities Act Release No. 5196 there are no delinquencies to be reported or
other references to be made to filings under the Securities Exchange Act of
1934, as amended.

      No notification of registration or Registration Statement under the
Investment Company Act of 1940, as amended (the "1940 Act") is currently being
submitted to the Commission, as the filings under the 1940 Act (File No.
811-22925) are intended to apply not only to that series of the Fund, but to all
"subsequent series" as well.

      In the event that you may have any questions with regard hereto or if
there is any way which we can be of assistance, please do not hesitate to
telephone Morrison C. Warren at (312) 845-3484.

                                                               Very truly yours,

                                                      /s/ Chapman and Cutler LLP
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                                                          CHAPMAN AND CUTLER LLP