EXHIBIT 5.1
[Letterhead of Cleary, Gottlieb Steen and Hamilton]
January 21, 2003
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
MS Structured Asset Corp.
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
We have acted as special counsel to MS Structured Asset Corp., a
Delaware corporation (the "Depositor") in connection with the Depositor's
preparation and filing with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (the "Registration
Statement")) and the related prospectus (the "Prospectus"), first filed November
12, 2002, and amended by filing on January 21, 2003, with respect to the
offering of Structured Asset Trust Unit Repackagings (the "Units"), which the
Depositor plans to offer in series. Each Series of Units will be issued under a
separate Trust Agreement (a "Trust Agreement"), in all material respects
relevant hereto incorporating the Standard Terms of Trust Agreements dated as of
January 21, 2003 (the "Standard Terms") between the Depositor and LaSalle Bank
National Association ("LaSalle Bank"), as trustee, in the form included as an
exhibit to the Registration Statement, between the Depositor and LaSalle Bank or
another trustee to be identified in the prospectus supplement for such series of
Units (the "Trustee" for such series).
In arriving at the opinions expressed below, we have reviewed the
following documents:
(a) the Registration Statement and the related Prospectus and the
documents incorporated by reference therein;
(b) the Standard Terms; and
(c) forms of the Units set forth in the Standard Terms.
In addition, we have reviewed the originals or copies certified or
otherwise identified to our satisfaction of all such corporate records of the
Depositor and such other instruments and other certificates of public officials,
officers and representatives of the Depositor and such other persons, and we
have made such investigations of law, as we have deemed appropriate as a basis
for the opinions expressed below.
In rendering the opinions expressed below, we have assumed the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. In addition, we have
assumed and have not verified the accuracy as to factual matters of each
document we have reviewed (including, without limitation, the accuracy of the
representations and warranties of the Depositor in the Standard Terms).
Based on the foregoing, and subject to the further assumptions and
qualifications set forth below, it is our opinion that:
1. When, in respect of a series of Units, a Trust Agreement has been
duly authorized by all necessary action of, and duly executed and delivered by
the Depositor and the Trustee for such series, such Trust Agreement will be a
valid, binding and enforceable obligation of the Depositor; and
2. When a Trust Agreement for a series of Units has been duly
authorized by all necessary action of, and duly executed and delivered by, the
Depositor and the Trustee for such series, and when the Units of such series
have been duly executed and countersigned in accordance with the terms of the
Trust Agreement and issued and sold as contemplated in the Registration
Statement and the prospectus with respect to such series delivered pursuant to
Section 5 of the Act, such Units will be legally and validly issued, the holders
of such Units will be entitled to the benefits of such Trust Agreement, and such
Units will be fully paid and nonassessable.
Insofar as the foregoing opinions relate to the validity, binding
effect or enforceability of any agreement or obligation (a) we have assumed that
each other party to such agreement or obligation other than the Depositor has
satisfied those legal requirements that are applicable to it to the extent
necessary to make such agreement or obligation enforceable against it, and (b)
such opinions are subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and to general principles of equity.
The foregoing opinions are limited to the federal law of the United
States of America, and the law of the State of New York.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm in the Registration
Statement and the related Prospectus under the caption "Validity of Units." By
giving such consent, we do not admit that we are "experts" within the meaning of
the Act, or the rules and regulations of the Commission issued thereunder with
respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By /s/ Michael A. Mazzuchi
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Michael A. Mazzuchi, a Partner