EXHIBIT 5-d
RICHARDS, LAYTON & FINGER
A PROFESSIONAL ASSOCIATION
ONE RODNEY SQUARE
P.O. BOX 551
WILMINGTON, DELAWARE 19899
(302) 651-7700
FAX (302) 651-7701
WWW.RLF.COM
March 1, 2002
Morgan Stanley Capital Trust V
c/o Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, New York 10036
Re: Morgan Stanley Capital Trust V
Ladies and Gentlemen:
We have acted as special Delaware counsel for Morgan Stanley
Dean Witter & Co., a Delaware corporation (the "Company"), and Morgan Stanley
Capital Trust V, a Delaware business trust (the "Trust"), in connection with
the matters set forth herein. At your request, this opinion is being furnished
to you.
For purposes of giving the opinions hereinafter set forth,
our examination of documents has been limited to the examination of originals
or copies of the following:
(a) The Certificate of Trust of the Trust, dated as of
February 12, 1998 (the "Original Certificate"), as filed in the office of the
Secretary of State of the State of Delaware (the "Secretary of State") on
February 12, 1998;
(b) The Trust Agreement of the Trust, dated as of February
12, 1998 (the "Original Trust Agreement"), among the Company, the
administrators of the Trust named therein and the trustees of the Trust named
therein;
(c) The Certificate of Amendment of the Original Certificate,
dated as of September 24, 2001 (together with the Original Certificate, the
"Certificate"), as filed in the office of the Secretary of State on September
24, 2001;
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March 1, 2002
Page 2
(d) Amendment No. 1 to the Original Trust Agreement, dated as
of September 24, 2001, among the Company, the administrators of the Trust named
therein and the trustees of the Trust named therein;
(e) The Registration Statement (the "Registration Statement")
on Form S-3, including a preliminary prospectus (the "Prospectus"), relating to
the Capital Securities of the Trust representing preferred undivided beneficial
interests in the assets of the Trust (each, a "Capital Security" and
collectively, the "Capital Securities"), as proposed to be filed by the
Company, the Trust and others with the Securities and Exchange Commission on or
about March 1, 2002;
(f) A form of Amended and Restated Trust Agreement of the
Trust (including Exhibits A, C and D thereto) (the "Trust Agreement"), to be
entered into among the Company, the administrators of the Trust named therein,
the trustees of the Trust named therein, and the holders, from time to time, of
undivided beneficial interests in the assets of the Trust, filed as an exhibit
to the Registration Statement; and
(g) A Certificate of Good Standing for the Trust, dated
February 27, 2002, obtained from the Secretary of State.
Capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (g) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (g) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that
is inconsistent with the opinions stated herein. We have conducted no
independent factual investigation of our own but rather have relied solely upon
the foregoing documents, the statements and information set forth therein and
the additional matters recited or assumed herein, all of which we have assumed
to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the
Trust Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that
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March 1, 2002
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the Trust Agreement and the Certificate are in full force and effect and have
not been amended, (ii) except to the extent provided in paragraph 1 below, the
due creation or due organization or due formation, as the case may be, and
valid existence in good standing of each party to the documents examined by us
under the laws of the jurisdiction governing its creation, organization or
formation, (iii) the legal capacity of natural persons who are signatories to
the documents examined by us, (iv) that each of the parties to the documents
examined by us has the power and authority to execute and deliver, and to
perform its obligations under, such documents, (v) the due authorization,
execution and delivery by all parties thereto of all documents examined by us,
(vi) the receipt by each Person to whom a Capital Security is to be issued by
the Trust (collectively, the "Security Holders") of a Capital Securities
Certificate evidencing ownership of such Capital Security and the payment for
the Capital Security acquired by it, in accordance with the Trust Agreement and
the Registration Statement, and (vii) that the Capital Securities are issued
and sold to the Security Holders in accordance with the Trust Agreement and the
Registration Statement. We have not participated in the preparation of the
Registration Statement and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act.
2. The Capital Securities will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable preferred undivided beneficial interests in the assets of the
Trust.
3. The Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Security Holders may
be obligated to make payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. In
addition, we hereby consent to the
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March 1, 2002
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use of our name under the heading "Legal Matters" in the Prospectus. In giving
the foregoing consents, we do not thereby admit that we come within the
category of Persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder. Except as stated above, without our prior
written consent, this opinion may not be furnished or quoted to, or relied upon
by, any other Person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.