EXHIBIT 5A
SIDLEY AUSTIN BROWN & WOOD LLP
CHICAGO 875 THIRD AVENUE BEIJING
NEW YORK, NEW YORK 10022
DALLAS TELEPHONE 212 906 2000 GENEVA
FACSIMILE 212 906 2021
LOS ANGELES www.sidley.com HONG KONG
SAN FRANCISCO FOUNDED 1866 LONDON
WASHINGTON, D.C. SHANGHAI
SINGAPORE
TOKYO
June 11, 2002
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
We have acted as counsel to Morgan Stanley Dean Witter & Co., a Delaware
corporation (the "Company"), and depositor of Morgan Stanley Capital Trust III,
Morgan Stanley Capital Trust IV, Morgan Stanley Capital Trust V, Morgan Stanley
Capital Trust VI and Morgan Stanley Capital Trust VII, each a statutory
business trust formed under the laws of the State of Delaware (each, an "Issuer
Trust" and, collectively, the "Issuer Trusts"), in connection with the
preparation and filing of a registration statement on Form S-3, Registration
Numbers 333-83616, 333-83616-01, 333-83616-02, 333-83616-03, 333-83616-04 and
333-83616-05 (as it may be amended or supplemented from time to time, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to $25,000,000,000 aggregate initial offering
price of the following securities (collectively, the "Securities"): (i) debt
securities ("Debt Securities"), (ii) warrants to purchase Debt Securities
("Debt Warrants") or to purchase or sell (a) securities of an entity
unaffiliated with the Company, a basket of such securities, an index or indices
of such securities or any combination of the above, (b) currencies or (c)
commodities ("Universal Warrants," and together with Debt Warrants, the
"Warrants"), (iii) purchase contracts ("Purchase Contracts") requiring the
holders thereof to purchase or sell (a) securities of an entity unaffiliated
with the Company, a basket of such securities, an index or indices of such
securities or any combination of the above, (b) currencies or (c) commodities,
(iv) Debt Securities, Purchase Contracts and Warrants or any combination
thereof that may be offered in the form of Units ("Units"), (v) shares of the
Company's preferred stock, par value $0.01 per share ("Preferred Stock"), to be
issued from time to time in one or more series, (vi) an indeterminate number of
depositary shares representing fractional interests in shares of the Preferred
Stock (the "Depositary Shares"), (vii) capital securities of the Issuer Trusts
(the "Capital Securities") and (viii) guarantees of the Company with respect to
the Capital Securities (the "Guarantees").
The Debt Securities and certain Purchase Contracts that require the
holders thereof to satisfy their obligations thereunder when such Purchase
Contracts are issued ("Pre-paid Purchase Contracts"), if any, are to be issued
from time to time as either (a) senior indebtedness of the Company under an
amended and restated senior indenture dated as of May 1, 1999, between the
Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank)
(the "Senior Debt Trustee"), as trustee, as supplemented by a first
supplemental senior indenture dated as of September 15, 2000, between the
Company and the Senior Debt Trustee (as so supplemented, the "Senior
Indenture"), (b) subordinated indebtedness of the Company under an amended and
restated subordinated indenture dated as of May 1, 1999, between the Company
and Bank One Trust Company, N.A. (the "Subordinated Debt Trustee"), as
successor to The First National Bank of Chicago, as trustee (the "Subordinated
Indenture"), or (c), in the case of Debt Securities issued and sold by the
Company to an Issuer Trust, junior subordinated indebtedness of the Company
under a junior subordinated indenture dated as of March 1, 1998, between the
Company and The Bank of New York (the "Junior Subordinated Debt Trustee"), as
trustee (the "Junior Subordinated Indenture" and, together with the Senior
Indenture and the Subordinated Indenture, the "Indentures"). The Debt Warrants,
if any, will be issued under a debt warrant agreement to be entered into
between the Company and a debt warrant agent (the "Debt Warrant Agreement").
The Universal Warrants, if any, will be issued under a Universal Warrant
Agreement to be entered into between the Company and a bank or trust company,
as warrant agent (the "Universal Warrant Agreement"). The Purchase Contracts
(other than Pre-paid Purchase Contracts) and Units, if any, will be issued
under one or more unit agreements to be entered into among the Company, a bank
or trust company, as unit agent, and the holders from time to time of the Units
(each such unit agreement, a "Unit Agreement"). Units that include Purchase
Contracts that are all Pre-paid Purchase Contracts will be issued under one or
more Unit Agreements designed for Units where the holders do not have any
further obligations under the Purchase Contracts (such Unit Agreements are
referred to as "Unit Agreements Without Holder Obligations"). Depositary Shares
representing fractional interests in shares of Preferred Stock will be issued
under a preferred stock deposit agreement to be entered into among the Company,
The Bank of New York, as depositary, and the holders from time to time of
depositary receipts issued thereunder (the "Deposit Agreement").
The Capital Securities of each Issuer Trust will be issued pursuant an
amended and restated trust agreement (each a "Trust Agreement" and,
collectively, the "Trust Agreements") of such Issuer Trust to be entered into
among the Company, as depositor of such Issuer Trust (the "Depositor"), The
Bank of New York, as property trustee, The Bank of New York (Delaware), as
Delaware trustee, two individuals selected by the Depositor as administrators
with respect to such Issuer Trust and the holders of the Common Securities and
the Capital Securities of such Issuer Trust.
The Indentures and the forms of the Debt Warrant Agreement, the Universal
Warrant Agreement, the Unit Agreement, the Unit Agreement Without Holders'
Obligations, the Deposit Agreement, the Trust Agreements and the Securities are
filed or incorporated by reference as exhibits to the Registration Statement.
In rendering this opinion, we have examined the originals or copies,
certified to our satisfaction, of such corporate records and other documents
and certificates as we deemed
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necessary. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies
and the authenticity of the originals of all such latter documents. In
addition, in rendering this opinion, we have assumed the due authorization,
execution and delivery of the Indentures, the Debt Warrant Agreement, the
Universal Warrant Agreement, the Unit Agreement, the Unit Agreement Without
Holders' Obligations, the Deposit Agreement, the Trust Agreements and the
Guarantees by all parties other than the Company. As to any facts material to
this opinion, we have, when relevant facts were not independently established
by us, relied upon the aforesaid records, certificates and documents.
Based upon the foregoing, and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that:
(i) the Indentures, the Debt Warrant Agreement, the Universal Warrant
Agreement, the Unit Agreement, the Unit Agreement Without Holders' Obligations,
the Deposit Agreement and the Securities, other than the Capital Securities,
have been duly authorized by the Company;
(ii) when the Debt Warrant Agreement, the Universal Warrant Agreement and
the Unit Agreement and/or the Unit Agreement Without Holders' Obligations, as
applicable, have been duly executed and delivered by the Company, the terms of
the Debt Securities, the Debt Warrants, the Universal Warrants, the Purchase
Contracts and the Units have been established by the officers of the Company
given authority to do so by the Board of Directors of the Company and the Debt
Securities, the Debt Warrants, the Universal Warrants, the Purchase Contracts
and the Units have been duly authenticated and/or countersigned, executed and
issued in accordance with the provisions of the applicable Indenture, the Debt
Warrant Agreement, the Universal Warrant Agreement, the Unit Agreement and/or
the Unit Agreement Without Holders' Obligations, as applicable, respectively,
and duly paid for by the purchasers thereof in the manner and on the terms
described in the Registration Statement (after it is declared effective), all
required corporate action of the Company will have been taken with respect to
the issuance and sale of the Debt Securities, the Debt Warrants, the Universal
Warrants, the Purchase Contracts and the Units and such Securities will have
been validly issued and will constitute valid and binding obligations of the
Company, enforceable in accordance with their terms;
(iii) when the terms of the series of Preferred Stock have been
established by the Board of Directors of the Company or a duly authorized
committee thereof and a certificate of designations has been filed with the
Delaware Secretary of State establishing the terms of the series of Preferred
Stock and certificates representing the shares of the Preferred Stock in the
form of the specimen certificates examined by us are duly executed,
countersigned, registered and delivered upon payment by the purchasers thereof
in the manner and on the terms described in the Registration Statement (after
it is declared effective), such shares of Preferred Stock will be duly and
validly issued, fully paid and nonassessable, assuming that a sufficient number
of shares of Preferred Stock are authorized and available for issuance and that
the consideration therefor is not less than the par value of the shares of
Preferred Stock;
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(iv) when the Deposit Agreement has been duly executed and delivered by
the Company and, if applicable, when the Depositary Shares have been duly
issued in accordance with the provisions of the Deposit Agreement and paid for
by the purchasers thereof in the manner and on the terms described in the
Registration Statement (after it is declared effective), such Depositary Shares
will represent legal and valid interests in the corresponding shares of
Preferred Stock; and
(v) when a Guarantee has been duly executed and delivered by the Company,
all corporate actions of the Company will have been taken with respect to the
issuance of such Guarantee, and such Guarantee will constitute a valid and
binding agreement of the Company, enforceable in accordance with its terms.
The opinions set forth herein are limited to matters of the laws of the
State of New York and the General Corporation Law of the State of Delaware. Any
opinion expressed herein as to enforceability is qualified in that such
enforceability may be limited by (i) bankruptcy, insolvency, reorganization,
liquidation, moratorium and other similar laws affecting creditors' rights
generally, (ii) general principles of equity, regardless of whether such
enforcement is considered at a proceeding in equity or at law, (iii)
requirements that a claim with respect to Debt Securities that are denominated
in a foreign currency (or a foreign currency judgment in respect of such claim)
be converted into United States dollars at a rate of exchange prevailing on a
date determined pursuant to applicable law or (iv) governmental authority to
limit, delay or prohibit making payments in foreign currency or currency units
or payments outside the United States. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to our
firm appearing under the caption "Legal Matters" in each of the related
prospectuses. In giving such consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ Sidley Austin Brown & Wood LLP
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