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. Our advice formed the
basis for the discussion of federal income tax consequences appearing in the
Prospectus under the heading "Federal Income Tax Consequences," which discusses
and represents our opinion pertaining 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 "Legal Matters." 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:
                                      --------------------
                                      James M. Peaslee, a Partner