April __, 1999
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 "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 (File No. 333-64879 (the "Registration
Statement") and the related prospectus (the "Prospectus"), first filed September
30, 1998 and amended by filings on February 24, 1999, and April 28, 1999, 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 April 28, 1999 (the "Standard Terms") between the
Depositor and Chase Bank of Texas, National Association ("Chase Bank of Texas"),
as trustee, in the form included as an exhibit to the Registration Statement,
between the Depositor and Chase Bank of Texas 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 in accordance
with the terms of the Trust Agreement. 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 "Legal Matters." 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:
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Mitchell S. Dupler, a Partner