September __, 1998


Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York  10036

MSDW Structured Asset Corp.
1585 Broadway
New York, New York  10036

Ladies and Gentlemen:

           We have acted as special counsel to MSDW Structured
Asset Corp., a Delaware corporation (the "Company"), in
connection with the Company's registration statement on Form S-3,
first filed September 30, 1998 of the Structured Asset Trust
Unit Repackagings (the "Units") to be issued from time to time
under Trust Agreements (each a "Trust Agreement") incorporating
Standard Terms of Trust Agreements (the "Standard Terms") between
the Company and Chase Bank of Texas, National Association, as
Trustee in the form included as an exhibit to the Registration
Statement.

           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;

           (c)  a form of 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 Company and such other instruments and
other certificates of public officials, officers and
representatives of the Company 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.

           Based on the foregoing, and subject to the further
assumptions and qualifications set forth below, it is our opinion
that:

           1. The Company is validly existing as a corporation in
good standing under the laws of its jurisdiction of
incorporation.

           2. The Company has corporate power to own its
properties and conduct its business as described in the
Registration Statement, and the Company has corporate power to
issue the Units, to enter into the Trust Agreement and to perform
its obligations thereunder.

           3. The statements set forth under the headings
"Description of Trust Agreements" and "Description of Units" in
the Prospectus, insofar as such statements purport to summarize
certain provisions of the Units, and Trust Agreement and the
Certificate of Incorporation of the Company, provide a fair
summary of such provisions.

           4. The Units in the form provided by the Standard
Terms will, when duly and validly authorized, executed, delivered
and issued by the Trustee, and when authenticated as


                               2



specified in the Standard Terms and delivered to the Depositor,
be entitled to the benefits of the Trust Agreement.

           Insofar as the foregoing opinions relate to the valid
existence and good standing of the Company, they are based solely
on a certificate of good standing received from the Secretary of
State of the State of Delaware and on a telephonic confirmation
from such Secretary of State. Insofar as the foregoing opinions
relate to the validity, binding effect or enforceability of any
agreement or obligation of the Company, (a) we have assumed that
each other party to such agreement or obligation 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 and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. 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.

           We are furnishing this opinion letter to you solely
for your benefit in connection with the offering of the Units.
This opinion letter is not to be used, circulated, quoted or
otherwise referred to for any other purpose.

                              Very truly yours,

                              CLEARY, GOTTLIEB, STEEN & HAMILTON



                              By________________________________



                               3