DAVIS POLK & WARDWELL |
1300 I STREET, N.W.
WASHINGTON, D.C. 20005
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1600 EL CAMINO REAL
MENLO PARK, CA 94025
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99 GRESHAM STREET
LONDON EC2V 7NG
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15, AVENUE MATIGNON
75008 PARIS | 450 LEXINGTON AVENUE
NEW YORK, N.Y. 10017
212 450 4000
FAX 212 450 3800
| MESSETURM
60308 FRANKFURT AM MAIN
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MARQUÉS DE LA ENSENADA, 2
28004 MADRID ESPAÑA
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1-6-1 ROPPONGI
MINATO-KU, TOKYO 106-6033
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3A CHATER ROAD
HONG KONG |
WRITER’S DIRECT
212 450 4000 |
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| Re: | Prospectus Supplement for Global Medium-Term Notes, Series G and |
| | H, filed by Morgan Stanley dated January 29, 2007 |
Morgan Stanley
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
We have acted as tax counsel for Morgan Stanley (the “Company”) in connection with the preparation and filing of a form of prospectus supplement for Global Medium-Term Notes, Series G and H (the “Prospectus Supplement”), dated January 29, 2007, supplementing the registration statement on Form S-3, including the prospectus (the “Prospectus”), dated January 25, 2006, for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), the issuance from time to time of the Company’s Global Medium-Term Notes, Series G and H.
We have reviewed the discussions set forth under the caption “United States Federal Taxation” in the Prospectus Supplement dated January 29, 2007, and the Prospectus dated January 25, 2006, and are of the opinion that the discussions are accurate, subject to the conditions and limitations set forth therein.
We are members of the Bar of the State of New York. The foregoing opinion is based upon and limited to the United States federal tax law 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.
We hereby consent to the use of our name under the caption “United States Federal Taxation” in the Prospectus Supplement. The issuance of such consent does not concede that we are an “Expert” for the purposes of the Securities Act.
| | | Very truly yours, |
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| | | /s/ Davis Polk & Wardwell |
