EXHIBIT 8.1

               [Letterhead of Cleary, Gottlieb Steen and Hamilton]


                                                       March 4, 2003



Morgan Stanley & Co. Incorporated                   MS Structured Asset Corp.
1585 Broadway                                       1585 Broadway
New York, New York 10036                            New York, New York 10036

Ladies and Gentlemen:


                  We have acted as special counsel to MS Structured Asset Corp.,
a Delaware corporation (the "Depositor"), in connection with the Depositor's
preparation and filing with the Securities and Exchange Commission (the
"Commission") of a registration statement on Form S-3 (the "Registration
Statement") and the related prospectus (the "Prospectus"), first filed on
November 12, 2002, and amended by filings on January 22, 2003, February 20, 2003
and March 4, 2003 with respect to the offering of Structured Asset Trust Unit
Repackagings (the "Units"), which the Depositor plans to offer in series. Our
advice forms the basis for the discussion of federal income tax consequences
appearing under the heading "United States Federal Income Taxation," in the
Prospectus and in each related Prospectus Supplement in which we are identified
as counsel; such discussion represents our opinion with respect to the material
federal income tax consequences of purchasing, owning and disposing of the
Units.


                  We hereby consent to the filing of this letter as an exhibit
to the Registration Statement and the reference to this firm in the Registration
Statement and the related Prospectus under the caption "Validity of Units." By
giving such consent, we do not admit that we are "experts" within the meaning of
the Securities Act of 1933, as amended, or the rules and regulations of the
Commission issued thereunder with respect to any part of the Registration
Statement, including this exhibit.

                                             Very truly yours,

                                             CLEARY, GOTTLIEB, STEEN & HAMILTON



                                             By:  /s/ James M. Peaslee
                                                  ---------------------
                                                  James M. Peaslee, a Partner