Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
June 23, 2015
Ms. Deborah O'Neal-Johnson
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Elkhorn Unit Trust, Series 5
Elkhorn CAP-X Achievers Portfolio, Series 2
Elkhorn Foundation Pure Water Portfolio, Series 2
Elkhorn Sector Neutral Portfolio of DWA ETFs, Series 2
File Nos. 333-204680 and 811-22925
-------------------------------------------------------------------------------
Dear Ms. O'Neal-Johnson:
This letter is in response to your inquires during a telephone
conversation with our office regarding the registration statement on Form S-6
for Elkhorn Unit Trust, Series 5, filed on June 3, 2015, with the Securities and
Exchange Commission (the "Commission"). The registration statement offers
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") (collectively, the "Trust"). In our initial filing, we requested that
the Commission review the Trust.
The CAP-X Achievers Trust and the Pure Water Trust will each invest in a
portfolio of common stocks. The CAP-X Achievers Trust and the Pure Water Trust
are substantially similar to portions of the prior series of Elkhorn Unit Trust,
Series 1, previously filed with the Commission on January 14, 2015. It would be
our opinion that the CAP-X Achievers Trust and the Pure Water Trust would not
contain disclosures which would render it ineligible to become effective
pursuant to Rule 487.
The Sector Neutral Trust will invest in a portfolio of shares of
exchange-traded funds ("ETFs"). As the ETFs in which the Trust will invest are
structured as open-end management companies or unit investment trusts, the Trust
is not eligible to go automatically effective in reliance on Rule 487 under the
Securities Act of 1933. The Trust may not rely on Rule 487 because paragraph
(b)(1) of Rule 487 requires that reliance upon the rule is conditioned upon the
registrant not engaging in the business of investing in open-end funds. Absent
paragraph (b)(1) of Rule 487, it would be our opinion that the Registration
Statement would not contain disclosures which would render it ineligible to
become effective pursuant to Rule 487.
We appreciate your prompt attention to this registration statement. If you
have any questions or comments or would like to discuss our responses to your
questions please feel free to contact the undersigned at (312) 845-3484.
Very truly yours,
CHAPMAN AND CUTLER LLP
By: /s/ Morrison C. Warren
--------------------------
Morrison C. Warren