EXHIBIT 5.2


                                 Form of Opinion

                       [Letterhead of Shearman & Sterling]



                                    [ ], 2003



Board of Directors
Delphi Corporation
5725 Delphi Drive
Troy, Michigan  48098



                               Delphi Corporation



         We have acted as counsel for Delphi Corporation ("Delphi") in
connection with the preparation of a registration statement on Form S-3 and Form
S-11 (the "Registration Statement") being filed with the Securities and Exchange
Commission relating to the registration under the Securities Act of 1933 of
13,800,000 shares of Delphi Properties, Inc.'s (the "REIT") [ ]% Non-cumulative
Redeemable Exchangeable Perpetual Series A Preferred Securities, liquidation
preference $25 per share, par value $0.10 per share (the "Series A Preferred
Stock") and 13,800,000 shares of Delphi's [ ]% Non-Cumulative Redeemable Series
AA Preferred Stock, par value $0.10 per share (the "Series AA Preferred Stock").
The Series A Preferred Stock will be automatically exchanged into Series AA
Preferred Stock on a share-for-share basis upon the occurrence of an exchange
event pursuant to the terms of an Exchange Agreement among the REIT, Delphi
Properties Holdings, LLC and Delphi, dated [ ], 2003, as further described in
the Registration Statement.


         In our capacity as counsel to Delphi, we have examined (i) the
Registration Statement; (ii) the Exchange Agreement; (iii) the Certificate of
Designations in respect of the Series AA Preferred Stock; and (iv) the
originals, or copies identified to our satisfaction, of such corporate records
of Delphi, and other persons, and such other documents, agreements and
instruments as we have deemed necessary as the basis for the opinion hereinafter
expressed.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to the opinion expressed herein which were not independently established or
verified, we have relied upon oral or written statements and representations of
officers and other representatives of Delphi and others.





         Our opinion set forth below is limited to the General Corporation Law
of the State of Delaware and the federal laws of the United States and we do not
express any opinion herein concerning any other laws.

         Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Series
AA Preferred Stock has been duly authorized and, if, as and when exchanged for
Series A Preferred Stock in accordance with the Registration Statement and the
related prospectus and the terms of the Exchange Agreement, will have been
legally issued, and be fully paid and non-assessable shares of Delphi.

         We hereby consent to the use of this opinion letter as an exhibit to
the Registration Statement and to the use of our name under "Legal Matters" in
the prospectus included as part of the Registration Statement.



                                                   Yours truly,





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