[PIPER RUDNICK LETTERHEAD] 6225 Smith Avenue
Baltimore, Maryland 21209-3600
main 410.580.3000 fax 410.580.3001
August 4, 2003
MORGAN STANLEY DIVIDEND GROWTH SECURITIES INC.
1221 Avenue of the Americas
New York, New York 10020
Morgan Stanley Equity Fund
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Ladies and Gentlemen:
We served as special Maryland counsel to Morgan Stanley Dividend Growth
Securities Inc., a Maryland corporation ("the Company"), in connection with the
registration under the Securities Act of 1933, as amended, on a Registration
Statement on Form N-14 of the Company (the "Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") on or about August 4,
2003, of an undetermined number of Class A shares, Class B shares, Class C
shares, and Class D shares of Common Stock, par value $.01 per share
(collectively, the "Shares") of the Company. This opinion is being provided at
your request in connection with the filing of the Registration Statement.
The Shares (the actual number of which will be determined at the time of
issuance based upon relative share values) will be issued by the Company in
exchange for substantially all of the assets (and subject to the assumption of
substantially all of the liabilities) of Morgan Stanley Equity Fund, a
Massachusetts business trust ("Equity Fund"), which are being purchased (and
assumed) by the Company pursuant to the terms of an Agreement and Plan of
Reorganization, dated as of July 31, 2003, by and between the Company and Equity
Fund (the "Reorganization Agreement").
In rendering the opinion expressed herein, we have reviewed originals or
copies, certified or otherwise identified to our satisfaction, of the following
documents:
(a) the Registration Statement,
(b) the Charter of the Company, as amended, corrected, and
supplemented to the date hereof (the "Charter), certified by the Department
of Assessments and Taxation of the State of Maryland (the "MASDAT"),
(c) the By-Laws of the Company, as amended and restated and in effect
on the date hereof,
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August 4, 2003
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(d) the Reorganization Agreement,
(e) the proceedings of the Board of Directors of the Company relating
to the authorization and issuance of the Shares (the "Resolutions"),
(f) a Certificate of the Assistant Secretary of the Company (the
"Certificate"), dated the date hereof, as to certain factual matters,
(g) a short-form Good Standing Certificate, dated a recent date,
issued by the MSDAT, and
(h) such other statutes, certificates, instruments, and documents
relating to the Company and matters of law as we have deemed necessary to
the issuance of this opinion.
In our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity with
originals of all documents submitted to us as copies (and the authenticity of
the originals of such copies), the absence of other agreements or understandings
among the parties, written or oral, or actions or conduct of the parties or
otherwise that would modify, amend, supplement, or waive the terms of the
Reorganization Agreement or the respective rights or obligations of the parties
thereunder, the accuracy of the representations and warranties of the parties as
set forth in the Reorganization Agreement, and the accuracy and completeness of
all public records reviewed by us. In making our examination of documents
executed by parties other than the Company, we have assumed that such parties
had the power, corporate or other, to enter into and perform all obligations
thereunder, and we have also assumed the due authorization by all requisite
action, corporate or other, and the valid execution and delivery by such parties
of such documents and the validity, binding effect and enforceability thereof
with respect to such parties. As to any facts material to this opinion which we
did not independently establish or verify, we have relied solely upon the
Certificate. We have also assumed, without independent investigation, that the
Shares will be issued in accordance with the terms of the Resolutions
authorizing their issuance.
Based upon the foregoing, subject to the additional assumptions,
qualifications, and limitations below, having regard for such legal
considerations as we deem relevant, and limited in all respects to applicable
Maryland law, we are of the opinion and advise you that:
(1) The Company is a corporation validly existing and in good standing
under the laws of the State of Maryland.
(2) The Shares have been duly authorized and, upon issuance in exchange for
substantially all of the assets (and subject to the assumption of
substantially all of the liabilities) of Equity Fund in accordance with the
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August 4, 2003
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terms of the Reorganization Agreement and the Resolutions, will be validly
issued, fully paid, and non-assessable.
In addition to the qualifications set forth above, the opinion set forth
herein is subject to additional assumptions, qualifications, and limitations as
follows:
(a) This opinion concerns only the effect of the laws (exclusive of
the principles of conflict of laws) of the State of Maryland as currently
in effect. We assume no obligation to supplement this opinion if any
applicable laws change after the date hereof or if any facts or
circumstances come to our attention after the date hereof that might change
this opinion.
(b) We have made no investigation of, and we express no opinion as to,
the laws of any jurisdiction other than the laws of the State of Maryland.
To the extent that any documents referred to herein are governed by the
laws of a jurisdiction other than Maryland, we have assumed that the laws
of such jurisdiction are the same as the laws of Maryland.
(c) We express no opinion as to compliance with the securities (or
"blue sky") laws or the real estate syndication laws of the State of
Maryland.
(d) we assume that the issuance of the Shares pursuant to the
Reorganization Agreement will not result in the Company issuing shares in
excess of the number of shares of such class authorized by the Charter at
the time of issuance of the Shares.
(e) This opinion is limited to the matters set forth herein, and no
other opinion should be inferred beyond the matters expressly stated.
We hereby consent to the filing of this opinion with the Commission ast
Exhibit 11(b) to the Registration Statement. In giving our 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 of 1933, as amended, or the rules and
regulations of the Commission thereunder. This opinion is solely for your use in
connection with the Registration Statement and the Reorganization Agreement and
may not be relied on by any other person or in any other connection without our
prior written approval; provided, however, that Mayer Brown, Rowe & Maw LLP may
rely on this opinion in connection with its opinions delivered in connection
with the Registration Statement and the transactions contemplated therein.
Very truly yours
/s/ Piper Rudnick LLP
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Piper Rudnick LLP