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| Re: | Morgan Stanley, Issuance of Global Medium-Term Notes, Series FSenior Notes, Corporate Portfolio Trigger Securities Due 2013 |
Morgan Stanley
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
We have acted as tax counsel for Morgan Stanley in connection with the issuance of $1,456,000 Global Medium-Term Notes, Series F Senior Notes, Corporate Portfolio Trigger Securities Due 2013, described in Amendment No. 1 to Pricing Supplement No. 68 dated August 22, 2006 (the “Pricing Supplement”) to the Prospectus Supplement and the Prospectus, each dated January 25, 2006 and related to Registration Statement No. 333-131266. We have reviewed the discussion set forth under the caption “United States Federal Income Taxation” in the Pricing Supplement and are of the opinion that the discussion is accurate.
We are members of the Bar of the State of New York. The foregoing opinion is based upon and limited to the federal laws of the United States of America as contained in the Internal Revenue Code of 1986, as amended, Treasury regulations, administrative decisions and court decisions as of the date of this letter.
| Morgan Stanley | 2 | August 24, 2006 |
We hereby consent to the use of our name under the caption “United States Federal Income Taxation” in the Pricing Supplement. The issuance of such a consent does not concede that we are an “Expert” for the purposes of the Securities Act of 1933.
| | Very truly yours, |
| | |
| | /s/ Davis Polk & Wardwell |
