EXHIBIT 5-c

                [Letterhead of Richards, Layton & Finger, P.A.]



                                January 25, 2006


Morgan Stanley Capital Trust VIII
c/o Morgan Stanley
1585 Broadway
New York, New York 10036

          Re:  Morgan Stanley Capital Trust VIII

Ladies and Gentlemen:

     We have acted as special Delaware counsel for Morgan Stanley, a Delaware
corporation (the "Company"), and Morgan Stanley Capital Trust VIII, 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 June 17, 2004 (the
"Certificate"), as filed in the office of the Secretary of State of the State
of Delaware (the "Secretary of State") on June 17, 2004;

     (b) The Trust Agreement of the Trust, dated as of June 17, 2004, by and
among the Company, the administrators of the Trust named therein and the
trustees of the Trust named therein;

     (c) The Registration Statement (the "Registration Statement") on Form S-3,
filed by the Company, the Trust and others with the Securities and Exchange
Commission (the "SEC") on January 25, 2006, 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");

     (d) 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, attached as





Morgan Stanley Capital Trust VIII
January 25, 2006
Page 2



an exhibit to Morgan Stanley's Registration Statement on Form S-3, Registration
No. 333-117752, and incorporated by reference in the Registration Statement;
and

     (e) A Certificate of Good Standing for the Trust, dated January 24, 2006,
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 (e) above. In particular,
we have not reviewed any document (other than the documents listed in
paragraphs (a) through (e) 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 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.





Morgan Stanley Capital Trust VIII
January 25, 2006
Page 3



     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.

     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.



BJK/DD