-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ic0c72/MN2xcmdcrhiaky1PFmJKnjW+oD/HRYEKyA9RsUnVgawkrnO5lccCBNxBy D1PxRxTLzsNMe3GiwZnyQg== 0000905148-03-003045.txt : 20030827 0000905148-03-003045.hdr.sgml : 20030827 20030827145947 ACCESSION NUMBER: 0000905148-03-003045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030826 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11758 FILM NUMBER: 03868391 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127614000 MAIL ADDRESS: STREET 1: 1221 SIXTH AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO DATE OF NAME CHANGE: 19980326 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 8-K 1 efc3-1290_5412485fm8k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT _____________ Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2003 MORGAN STANLEY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-11758 36-3145972 (Commission File Number) (IRS Employer Identification No.) 1585 Broadway New York, New York 10036 (Address of principal executive offices) (Zip Code) (212) 761-4000 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File Nos. 333-106789, 333-106789-01 and 333-106789-02) filed by Morgan Stanley, Morgan Stanley Capital Trust VI and Morgan Stanley Capital Trust VII with the Securities and Exchange Commission. Attached and incorporated herein by reference as Exhibits 8-a and 23-g, respectively, are the opinion and consent of Sidley Austin Brown & Wood LLP delivered in connection with the issuance from time to time by Morgan Stanley of Global Medium-Term Notes, Series C, and Global Units, Series C, attached and incorporated herein by reference as Exhibits 8-b and 23-h, respectively, are the opinion and consent of Sidley Austin Brown & Wood LLP delivered in connection with the issuance from time to time by Morgan Stanley of Global Medium-Term Notes, Series D and Series E, and Global Units, Series D and Series E and attached and incorporated herein by reference as Exhibits 8-c and 23-i, respectively, are the opinion and consent of Sidley Austin Brown & Wood LLP delivered in connection with the issuance from time to time of Morgan Stanley DirectSecurities(SM). Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description 8-a Opinion of Sidley Austin Brown & Wood LLP. 8-b Opinion of Sidley Austin Brown & Wood LLP. 8-c Opinion of Sidley Austin Brown & Wood LLP. 23-g Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 8-a). 23-h Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 8-b). 23-i Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 8-c). 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MORGAN STANLEY By: /s/ Martin M. Cohen ----------------------------------------- Name: Martin M. Cohen Title: Assistant Secretary and Counsel Date: August 27, 2003 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 MORGAN STANLEY EXHIBITS TO CURRENT REPORT ON FORM 8-K DATED AUGUST 26, 2003 Commission File Number 1-11758 Exhibit No. Description 8-a Opinion of Sidley Austin Brown & Wood LLP. 8-b Opinion of Sidley Austin Brown & Wood LLP. 8-c Opinion of Sidley Austin Brown & Wood LLP. 23-g Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 8-a). 23-h Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 8-b). 23-i Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 8-c). EX-8.A 3 efc3-1290_5412485ex8a.txt Exhibit 8-a [Sidley Austin Brown & Wood LLP letterhead] August 26, 2003 Morgan Stanley 1585 Broadway New York, NY 10036 Morgan Stanley Global Medium-Term Notes, Series C Global Units, Series C ---------------------- Ladies and Gentlemen: We have acted as special tax counsel to Morgan Stanley (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Prospectus Supplement dated August 26, 2003 (the "Prospectus Supplement") for the Company's Global Medium-Term Notes, Series C and Global Units, Series C, relating to a Prospectus dated August 26, 2003 (the "Prospectus") contained in the Company's Registration Statement on Form S-3 (Registration Statement No. 333-106789) (the "Registration Statement"). We are of the opinion that the statements set forth under the caption "United States Federal Taxation" in the Prospectus Supplement and under the caption "Forms of Securities--Limitations on Issuance of Bearer Securities" in the Prospectus, contained in the Registration Statement, insofar as such statements relate to statements of law or legal conclusions under the laws of the United States or matters of United States law, all as relating to federal income tax, fairly present the information called for and fairly summarize the matters referred to therein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Sidley Austin Brown & Wood LLP EX-8.B 4 efc3-1290_5412485ex8b.txt Exhibit 8-b [Sidley Austin Brown & Wood LLP letterhead] August 26, 2003 Morgan Stanley 1585 Broadway New York, NY 10036 Morgan Stanley Global Medium-Term Notes, Series D and Series E Global Units, Series D and Series E ----------------------------------- Ladies and Gentlemen: We have acted as special tax counsel to Morgan Stanley (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Prospectus Supplement dated August 26, 2003 (the "Prospectus Supplement") for the Company's Global Medium-Term Notes, Series D and Series E and Global Units, Series D and Series E, relating to a Prospectus dated August 26, 2003 (the "Prospectus") contained in the Company's Registration Statement on Form S-3 (Registration Statement No. 333-106789) (the "Registration Statement"). We are of the opinion that the statements set forth under the caption "United States Federal Taxation" in the Prospectus Supplement and under the caption "Forms of Securities--Limitations on Issuance of Bearer Securities" in the Prospectus, contained in the Registration Statement, insofar as such statements relate to statements of law or legal conclusions under the laws of the United States or matters of United States law, all as relating to federal income tax, fairly present the information called for and fairly summarize the matters referred to therein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Sidley Austin Brown & Wood LLP EX-8.C 5 efc3-1290_5412485ex8c.txt Exhibit 8-c [Sidley Austin Brown & Wood LLP letterhead] August 26, 2003 Morgan Stanley 1585 Broadway New York, NY 10036 Morgan Stanley DirectSecurities(SM) ----------------------------------- Ladies and Gentlemen: We have acted as special tax counsel to Morgan Stanley (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Prospectus Supplement dated August 26, 2003 (the "Prospectus Supplement") for the Company's DirectSecurities(SM), relating to a Prospectus dated August 26, 2003 (the "Prospectus") contained in the Company's Registration Statement on Form S-3 (Registration Statement No. 333-106789) (the "Registration Statement"). We are of the opinion that the statements set forth under the caption "United States Federal Income Taxation" in the Prospectus Supplement and under the caption "Forms of Securities--Limitations on Issuance of Bearer Securities" in the Prospectus, contained in the Registration Statement, insofar as such statements relate to statements of law or legal conclusions under the laws of the United States or matters of United States law, all as relating to federal income tax, fairly present the information called for and fairly summarize the matters referred to therein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Sidley Austin Brown & Wood LLP -----END PRIVACY-ENHANCED MESSAGE-----