Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
July 29, 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
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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 Unit Trust, Series 5 (the "Trust"), which contains Elkhorn CAP-X
Achievers Portfolio, Series 2 (the "CAP-X Achievers Portfolio"), Elkhorn
Foundation Pure Water Portfolio, Series 2 (the "Pure Water Portfolio") and
Elkhorn Sector Neutral Portfolio of DWA ETFs, Series 2 (the "Sector Neutral
Portfolio"). In our initial filing, we requested that the Commission review the
Trust.
Pursuant to the naming convention that Elkhorn has adopted, the Trust is
the fifth series of Elkhorn Unit Trust. The Trust offers the second iteration of
the strategies for CAP-X Achievers Portfolio, the Pure Water Portfolio and the
Sector Neutral Portfolio. These strategies were first offered in Elkhorn Unit
Trust, Series 1, previously filed with the Commission on January 14, 2015. The
Trust will not hold units of any prior series of Elkhorn Unit Trust.
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
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Morrison C. Warren