EXHIBIT 5-a
SIDLEY AUSTIN BROWN & WOOD LLP
CHICAGO 787 SEVENTH AVENUE BEIJING
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SAN FRANCISCO FOUNDED 1866 LONDON
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WASHINGTON, D.C. SHANGHAI
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SINGAPORE
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TOKYO
August 26, 2003
Morgan Stanley
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
We have acted as counsel to Morgan Stanley (formerly known as Morgan
Stanley Dean Witter & Co.), a Delaware corporation (the "Company"), and
depositor of Morgan Stanley Capital Trust VI and Morgan Stanley Capital Trust
VII, each a statutory 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 333-106789, 333-106789-01 and 333-106789-02 (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
$33,600,000,000 aggregate initial offering price of the following securities
(collectively, the "Securities"): (i) debt securities ("Debt Securities"), (ii)
warrants to purchase or sell (a) securities issued by the Company or by an
entity affiliated or 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 ("Warrants"), (iii) purchase contracts
requiring the holders thereof to purchase or sell (a) securities issued by the
Company or by an entity affiliated or 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 ("Purchase Contracts"), (iv)
shares of the Company's common stock, par value $0.01 per share ("Common
Stock"), which include rights to purchase the Company's Series A Junior
Participating Preferred Stock ("Rights"), (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 or multiple shares of the Preferred
Stock (the "Depositary Shares"), (vii) Warrants, Purchase Contracts, Common
Stock, Preferred Stock and Debt Securities or any combination thereof that may
be offered in the form of Units ("Units"), (viii) capital securities of the
Issuer Trusts (the "Capital Securities") and (ix) 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 and settle in cash ("Cash-settled Pre-paid Purchase
Contracts" and, together with Purchase Contracts that contain a similar
requirement but do not settle in cash, "Pre-paid Purchase Contracts"), if any,
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
August 26, 2003
Page 2
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 and a second
supplemental senior indenture dated as of October 8, 2002, in each case 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 Warrants, if
any, will be issued under a Warrant Agreement to be entered into between the
Company and a bank or trust company, as warrant agent (the "Warrant
Agreement"). The Purchase Contracts (other than Cash-settled Pre-paid Purchase
Contracts) and Units, if any, may 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 may 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
Holders' Obligations"). Depositary Shares representing fractional interests in
shares or multiple shares of Preferred Stock, if any, 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 Rights
associated with Common Stock issued in connection with the Registration
Statement, if any, will be issued under a rights agreement dated as of April
25, 1995 between the Company and JPMorgan Chase Bank, as successor to Chemical
Bank, as rights agent (the "Rights Agent"), as amended by an amendment dated as
of February 4, 1997 and a second amendment dated as of June 15, 1999, between
the Company and the Rights Agent (as so amended, the "Rights Agreement").
The Capital Securities of each Issuer Trust will be issued pursuant
to 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.
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
August 26, 2003
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The Indentures and the Rights Agreement and the forms of the 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 originals or copies,
certified to our satisfaction, of such corporate records and other documents
and certificates as we deemed 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 Rights
Agreement, the 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 and subject to the foregoing and assuming that (i) the
Registration Statement and any amendments thereto (including post-effective
amendments) will have become effective and comply with all applicable laws;
(ii) the Registration Statement will be effective and will comply with all
applicable laws at the time the Securities are offered or issued as
contemplated by the Registration Statement; (iii) a prospectus supplement will
have been prepared and filed with the Securities and Exchange Commission
describing the Securities offered thereby and will comply with all applicable
laws; (iv) all Securities will be issued and sold in compliance with applicable
federal and state securities laws and in the manner stated in the Registration
Statement and the appropriate prospectus supplement; (v) the Company's Board of
Directors (or a committee thereof duly authorized to act on its behalf) (the
"Board") and appropriate officers of the Company have taken all necessary
corporate action to approve the terms of the Securities and the terms of the
offering; and (vi) a definitive purchase, underwriting or similar agreement and
any other necessary agreement with respect to any Securities offered or issued
will have been duly authorized and validly executed and delivered by the
Company and the other parties thereto; we are of the opinion as follows:
(i) the Indentures, the Rights Agreement, the 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 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
Warrants, the Purchase Contracts and the Units have been established by the
officers of the Company given authority to do so by the Board and the Debt
Securities, the Warrants, the Purchase Contracts and the Units have been duly
authenticated and/or countersigned, executed and issued in accordance with the
provisions
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
August 26, 2003
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of the applicable Indenture, the 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 accordance with the applicable
definitive purchase, underwriting or similar agreement, all required corporate
action of the Company will have been taken with respect to the issuance and
sale of the Debt Securities, the 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) with respect to an offering of any shares of Common Stock, when
both (A) the Board has taken all necessary corporate action to approve the
issuance of and the terms of the offering of the shares of Common Stock and
related matters and (B) certificates representing the shares of Common Stock
have been duly executed, countersigned, registered and delivered in accordance
with the applicable definitive purchase, underwriting or similar agreement upon
payment of the consideration therefor provided for therein, such shares of
Common Stock will be duly and validly issued, fully paid and nonassessable,
assuming that a sufficient number of shares of Common Stock is authorized and
available for issuance and that the consideration therefor is not less than the
par value of the shares of Common Stock;
(iv) when the shares of Common Stock have been duly and validly
issued, the Rights attached to those shares of Common Stock will be duly and
validly issued;
(v) with respect to an offering of any shares of Preferred Stock,
when both (A) the Board has taken all necessary corporate action to approve the
issuance and terms of the shares of Preferred Stock, the terms of the offering
thereof and related matters, including the adoption of a Certificate of
Designation relating to such Preferred Stock and the filing of the Certificate
of Designation with the Secretary of State of the State of Delaware, and (B)
certificates representing the shares of Preferred Stock have been duly
executed, countersigned, registered and delivered in accordance with the
applicable definitive purchase, underwriting or similar agreement upon payment
of the consideration therefor provided for therein, 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 is authorized and
available for issuance and that the consideration therefor is not less than the
par value of the shares of Preferred Stock;
(vi) if shares of Common Stock or Preferred Stock are issuable upon
conversion, exercise or exchange of Debt Securities, Preferred Stock, Warrants
or Purchase Contracts, as applicable, the shares issuable upon conversion,
exercise or exchange will be duly and validly issued, fully paid and
nonassessable, assuming (i) that the conversion, exercise or exchange of the
Debt Securities, Preferred Stock, Warrants or Purchase Contracts, as
applicable, is in accordance with the terms of applicable Indenture,
Certificate of Designation, Warrant or Purchase Contract, respectively, for the
consideration approved by the Board, (ii) that a sufficient number of shares of
Common Stock or Preferred Stock, as applicable, is authorized and, in the case
of an issuance upon conversion or exchange, reserved and available for issuance
and (iii)
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
August 26, 2003
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that the consideration for the shares of Common Stock or Preferred Stock, as
applicable, is not less than par value of such shares;
(vii) 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 accordance with the applicable definitive
purchase, underwriting or similar agreement, such Depositary Shares will
represent legal and valid interests in the corresponding shares of Preferred
Stock; and
(viii) 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 U.S. 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 note that a judgment for money in an
action based on a Security denominated in a foreign currency, currency unit or
composite currency in a federal or state court in the United States ordinarily
would be enforced in the United States only in U.S. dollars, although certain
states, including the State of New York, provide for the rendering of judgments
in foreign currencies. The date used to determine the rate of conversion of the
foreign currency, currency unit or composite currency in which a particular
Security is denominated into U.S. dollars will depend upon various factors,
including which court renders the judgment.
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