EXHIBIT 5-b
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
July 3, 2003
Morgan Stanley Capital Trust V
c/o Morgan Stanley
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, a Delaware
corporation (the "Company"), and Morgan Stanley Capital Trust V, a Delaware
statutory 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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July 3, 2003
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 July 3, 2003;
(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, incorporated by reference into the
Registration Statement; and
(g) A Certificate of Good Standing for the Trust, dated July 2, 2003,
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
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July 3, 2003
Page 3
thereof, including with respect to the creation, operation and termination of
the Trust, and that 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 each natural
person who is a signatory 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 statutory trust under the Delaware Statutory 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.
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July 3, 2003
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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 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.