EXHIBIT 5.1



                                  May 10, 2006


Structured Products Corp.
390 Greenwich Street
New York, NY  10013


Ladies and Gentlemen:

         At your request, we have examined the Registration Statement on Form
S-3 filed by Structured Products Corp., a Delaware corporation (the
"Registrant") with the Securities and Exchange Commission on May 10, 2006 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of Certificates (the
"Securities"). The Securities are issuable in series (each, a "Series"). Each
Series of Certificates is issued under a separate Trust Agreement by and between
the Registrant and a Trustee named therein, establishing an individual trust for
such Series (each, a "Trust"). The Securities are to be sold as set forth in the
Registration Statement, any amendments thereto, and the prospectus and
prospectus supplement relating to each Series.

         We have examined such instruments, documents and records as we deemed
relevant and necessary as a basis of our opinion hereinafter expressed. In such
examination, we have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.

         Based on such examination, we are of the opinion that when the issuance
of each Series of Securities has been duly authorized by appropriate corporate
action and the Securities of such Series have been duly executed, authenticated
and delivered in accordance with the related Trust Agreement and Indenture, if
applicable, and sold in the manner described in the Registration Statement, any
amendment thereto and the prospectus and prospectus supplement relating thereto,
the Securities of such Series will be legally issued, fully paid, binding
obligations of the Trust created by each Trust Agreement, and the holders of the
Securities of such Series will be entitled to the benefits of the related Trust
Agreement and Indenture, as applicable, except as enforcement thereof may be
limited by applicable bankruptcy, insolvency, reorganization, arrangement,
fraudulent conveyance, moratorium, or other laws relating to or affecting the
rights of creditors generally and general principles of equity, including
without limitation concepts of materiality, reasonableness, good faith and fair
dealing, and the possible unavailability of specific performance or injunctive
relief, regardless of whether such enforceability is considered in a proceeding
in equity or at law.





         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and each prospectus contained therein. In giving such
consent, we do not consider that we are "experts," within the meaning of the
term as used in the Act or the rules and regulations of the Securities and
Exchange Commission issued thereunder, with respect to any part of the
Registration Statement, including this opinion as an exhibit or otherwise.

                                      Very truly yours,

                                      /s/ Orrick, Herrington & Sutcliffe LLP
                                      --------------------------------------
                                      ORRICK, HERRINGTON & SUTCLIFFE LLP