[On Cleary, Gottlieb, Steen & Hamilton letterhead]
January 8, 2004
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. (the
"Depositor") in connection with the formation of Structured Asset Trust Unit
Repackagings ("SATURNS") Trust No. 2004-1 (the "Trust"), the issuance by the
Trust of $60,000,000 principal amount of Class A Units (the "Class A Units") and
$12,177,000 initial notional amortizing balance of Class B Units (the "Class B
Units" and together with the Class A Units, the "Units"), and the offer and sale
of the Units by the Underwriter. The Units are offered pursuant to a
registration statement on Form S-3 (No. 333-101155). Such registration
statement, as amended when it became effective, but excluding the documents
incorporated by reference therein, is herein called the "Registration
Statement," and the related prospectus, as supplemented by the prospectus
supplement dated January 5, 2004 relating to the Class A Units, and by the
prospectus supplement relating to the Class B Units dated January 5, 2004 and
each as first filed with the Securities and Exchange Commission pursuant to Rule
424(b)(2) under the Securities Act, but excluding the documents incorporated by
reference therein, is herein called the "Prospectus." This opinion letter is
furnished pursuant to Section 4(c) of the Underwriting Agreement dated January
8, 2004 (the "Underwriting Agreement") between the Depositor and the
Underwriter. The Trust is organized under the laws of the State of New York,
pursuant to the Trust Agreement, dated January 8, 2004 (the "Trust Agreement"),
between LaSalle Bank National Association, as trustee (the "Trustee") and the
Depositor, which Trust Agreement, to the extent provided therein, incorporates
by reference the Standard Terms referenced therein. Unless otherwise defined
herein, capitalized terms used herein shall have the meanings ascribed thereto
in the Trust Agreement.
In arriving at the opinions expressed below, we have reviewed the
following documents:
(a) the Prospectus and the documents incorporated by reference
therein;
(b) the Trust Agreement; and
(c) the Units.
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. Assuming the Trust Agreement has been duly authorized, executed and
delivered by each of the Trustee and the Depositor, the Trust Agreement is the
valid and binding obligation of the Depositor enforceable against the Depositor
in accordance with its terms.
2. The Units, assuming that they have been duly and validly
authorized, executed, and issued by the Trustee, authenticated as specified in
the Trust Agreement and delivered to the Depositor, have been legally and
validly issued, the holders of the Units will be entitled to the benefits of the
Trust Agreement, and the Units are 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