[Clifford Chance US LLP Letterhead] June 15, 2006 Morgan Stanley Capital Opportunities Trust 1221 Avenue of the Americas New York, New York 10020 Ladies and Gentlemen: We have acted as counsel for Morgan Stanley Capital Opportunities Trust, a Massachusetts business trust ("Capital Opportunities") in connection with the proposed acquisition by Capital Opportunities of substantially all of the assets and the assumption of certain stated liabilities of Morgan Stanley Aggressive Equity Fund, a Massachusetts business trust ("Aggressive Equity") pursuant to an Agreement and Plan of Reorganization dated as of April 25, 2006 (the "Reorganization Agreement") in exchange solely for an equal aggregate value of shares of beneficial interest of Capital Opportunities to be distributed thereafter to shareholders of Aggressive Equity (the "Reorganization"). This opinion is furnished in connection with Capital Opportunities Registration Statement on Form N-14 under the Securities Act of 1933, as amended (the "Registration Statement"), relating to the Class A, Class B, Class C and Class D shares of Capital Opportunities, each with a par value of $0.01 per share (the "Shares"), to be issued in the Reorganization. We have examined such statutes, regulations, corporate records and other documents and reviewed such questions of law as we deemed necessary or appropriate for the purpose of this opinion. As to matters of Massachusetts law contained in this opinion, we have relied upon the opinion of Dechert LLP, dated June 15, 2006. Based upon the foregoing, we are of the opinion that subsequent to the approval by the shareholders of Aggressive Equity of the Reorganization Agreement, set forth in the proxy statement and prospectus constituting a part of the Registration Statement (the "Proxy Statement and Prospectus"), the Shares, upon issuance in the manner referred to in the Registration Statement, will be legally issued, fully paid and non-assessable (except as set forth under the caption "Capital Stock and Other Securities" in Capital Opportunities' current Statement of Additional Information). We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Proxy Statement and Prospectus constituting a part thereof. Very truly yours, /s/ Clifford Chance US LLP
