HomeMy WebLinkAboutexhibit5EXHIBIT A-3
FORM OF OPINION OF INTERNAL COUNSEL
FOR PARTY A
[COUNTERPARTY]
[ADDRESS]
Ladies and Gentlemen:
[DATE]
As Counsel to Morgan Stanley, a Delaware corporation ("Morgan Stanley"), 1 advise you
as follows in connection with the Guarantee issued by Morgan Stanley, dated [DATE] (the "Guarantee")
in connection with the ISDA Master Agreement, dated as of [DATE] between Morgan Stanley Capital
Services Inc. and [COUNTERPARTY] (the "Agreement").
In arriving at the opinions expressed below, I have, or someone under my supervision
has, examined an original or copy of the Guarantee executed on behalf of Morgan Stanley. I have, or
someone under my supervision has, also reviewed such corporate records of Morgan Stanley, certificates
of public officials, officers of Morgan Stanley and other persons, and such other documents, agreements
and instruments, and such matters of law, as I have deemed necessary as a basis for the opinions
expressed in this letter. In such review, I have relied as to certain matters on information obtained from
public officials, officers of Morgan Stanley and other sources believed by me to be reliable, and I have
assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals,
the conformity to original documents of all documents submitted to me as certified, photostatic or
reproduced copies and the authenticity of the originals of all such latter documents. Based upon the
aforementioned examination and review, and subject to the foregoing and following comments and
qualifications, it is my opinion that:
(1) Morgan Stanley has been duly incorporated and is an existing corporation in
good standing under the laws of the State of Delaware.
(2) The Guarantee has been duly authorized, executed and delivered by Morgan
Stanley and the Guarantee constitutes the valid and legally binding obligation of Morgan Stanley
enforceable in accordance with its terms.
(3) The execution, delivery and performance of the Guarantee by Morgan Stanley
does not contravene any provision of the Certificate of Incorporation or By -Laws of Morgan Stanley.
Any foregoing opinion relating to enforceability or performance by Morgan Stanley of its
obligations are qualified by and subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors' rights and to
general equity principles.
I am admitted to practice in the State of New York. The foregoing opinion is limited to
the Federal laws of the United States, the laws of the State of New York and the General Corporation Law
of the State of Delaware, and I am expressing no opinion as to the effect of the laws of any other
jurisdiction.
NYLIS5 790734.3 A-3-1
I am furnishing this opinion to you solely for your benefit in connection with the above -
referenced Guarantee. Except for your own internal use, this opinion is not to be used or circulated,
quoted or otherwise referred to, or relied upon without my express written consent. I do not undertake to
update, revise or supplement any opinion or statement herein for any reason whatsoever.
NYL1B5 790734.3
A-3-2
Very truly yours,
Counsel