SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 8-K
____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 1, 2007
| MS Structured Asset Corp. | ||
| (Exact Name of Registrant as Specified in Charter) | ||
| Delaware | 333-101155 | 13-4026700 |
| (State or Other Jurisdiction | (Commission File | (IRS Employer |
| of Incorporation) | Number) | Identification No.) |
| 1585 Broadway, Second Floor | ||
| New York, New York | 10036 | |
| Attention: Madhu Philips | ||
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s telephone number, including area code: 212-761-2520 | ||
| Not Applicable | ||
| (Former Name or Former Address, if Changed Since Last Report) | ||
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit 4.1 | Trust Agreement | |
| Exhibit 5.1 | Validity Opinion of Cleary Gottlieb Steen & Hamilton LLP | |
| Exhibit 8.1 | Tax Opinion of Cleary Gottlieb Steen & Hamilton LLP | |
| Exhibit 23.1 | Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1 and Exhibit 8.1) | |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
Date: February 28, 2007
| MS STRUCTURED ASSET CORP. | |||
| (Registrant) | |||
| By: /s/ Madhu Philips | |||
| Name: | Madhu Philips | ||
| Title: | Vice President | ||
EXHIBIT INDEX | ||
| Exhibit 4.1 | Trust Agreement | |
| Exhibit 5.1 | Validity Opinion of Cleary Gottlieb Steen & Hamilton LLP | |
| Exhibit 8.1 | Tax Opinion of Cleary Gottlieb Steen & Hamilton LLP | |
| Exhibit 23.1 | Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1) | |
