EXHIBIT 8.1
[Letterhead of Cleary, Gottlieb Steen and Hamilton]
[Letterhead of Cleary, Gottlieb Steen and Hamilton]
January 21, 2003
Morgan Stanley & Co. Incorporated MS Structured Asset Corp.
1585 Broadway 1585 Broadway
New York, New York 10036 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") of a registration statement on Form S-3 (the "Registration
Statement") and the related prospectus (the "Prospectus"), first filed on
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. Our advice formed the basis for the
discussion of federal income tax consequences appearing in the Prospectus under
the heading "United States Federal Income Taxation," which represents our
opinion with respect to the material federal income tax consequences of
purchasing, owning and disposing of the Units.
We hereby consent to the filing of this letter 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 Securities Act of 1933, as amended, 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/ James M. Peaslee
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James M. Peaslee, a Partner