EXHIBIT 5.2

                     [Letterhead of Shearman & Sterling LLP]



                                  July 22, 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 Series A Preferred Stock, 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 Amended and Restated Exchange Agreement among the REIT, Delphi
Properties Holdings, LLC and Delphi, dated as of July 22, 2003, as further
described in the Registration Statement.


         In our capacity as counsel to Delphi, we have examined (i) the
Registration Statement; (ii) the Amended and Restated Exchange Agreement; (iii)
the form of Certificate of Designations in respect of the Series AA Preferred
Stock filed as an exhibit to the Registration Statement; 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 opinions 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.


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         Based upon the foregoing, assuming that the Certificate of Designations
is filed with the Secretary of State of the State of Delaware in accordance with
applicable law and in substantially the same form as filed as an exhibit to the
Registration Statement, 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 Amended and Restated 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,



                                               /s/ SHEARMAN & STERLING LLP


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