-----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, FBa80uJJEDhD0jqq/cfQU6Ae7XRbEaEspCrbDc1r5bdUV31C5JGD8XFqA4CjFayg NLx792+RJ1w8/bOsNH+Vug== 0000950103-05-000049.txt : 20050111 0000950103-05-000049.hdr.sgml : 20050111 20050111160439 ACCESSION NUMBER: 0000950103-05-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050105 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050111 DATE AS OF CHANGE: 20050111 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: 05523582 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 jan1005_8k.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): January 5, 2005 MORGAN STANLEY (Exact name of registrant as specified in its charter) Delaware 1-11758 36-3145972 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1585 Broadway, New York, New York 10036 (Address of principal executive offices including zip code) Registrant's telephone number, including area code: (212) 761-4000 Not Applicable (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.f13e-4(c)) Item 9.01(c). Exhibits 8-a Tax Opinion of Davis Polk & Wardwell, dated January 11, 2005, relating to the registrant's LIBOR Senior Variable Rate Renewable Notes, EXtendible Liquidity Securities(R) (EXLs(R)), with a Final Maturity date of February 3, 2011, and to the registrant's Federal Funds Senior Variable Rate Renewable Notes, EXtendible Liquidity Securities(R)(EXLs(R)), with a Final Maturity date of February 3, 2011, as described in Pricing Supplement No. 20 dated January 5, 2005 to the Prospectus Supplement dated November 10, 2004 and the Prospectus dated November 10, 2004 related to Registration Statement No. 333-117752. 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 Registrant /s/ Martin M. Cohen -------------------------------------- Name: Martin M. Cohen Title: Assistant Secretary and Counsel Date: January 11, 2005 3 Index to Exhibits Exhibit No. Description 8-a Tax Opinion of Davis Polk & Wardwell, dated January 11, 2005, relating to the registrant's LIBOR Senior Variable Rate Renewable Notes, EXtendible Liquidity Securities(R) (EXLs(R)), with a Final Maturity date of February 3, 2011, and to the registrant's Federal Funds Senior Variable Rate Renewable Notes, EXtendible Liquidity Securities(R)(EXLs(R)), with a Final Maturity date of February 3, 2011, as described in Pricing Supplement No. 20 dated January 5, 2005 to the Prospectus Supplement dated November 10, 2004 and the Prospectus dated November 10, 2004 related to Registration Statement No. 333-117752. 4 EX-8.A 2 jan1005_ex8a.txt Exhibit 8-a [Letterhead of Davis Polk & Wardwell] 212-450-4000 January 11, 2005 Re: Morgan Stanley, Issuance of Medium-Term Notes, Series F - Senior Variable Rate Renewable Notes - $2,750,000,000 LIBOR EXtendible Liquidity Securities(R) (EXLs(R)), and $500,000,000 Federal Funds EXtendible Liquidity Securities(R) (EXLs(R)) Morgan Stanley 1585 Broadway New York, New York 10036 Ladies and Gentlemen: We have acted as special tax counsel for Morgan Stanley (the "Company") in connection with the issuance of $2,750,000,000 LIBOR EXtendible Liquidity Securities(R) (EXLs(R)), and $500,000,000 Federal Funds EXtendible Liquidity Securities(R) (EXLs(R)), described in Pricing Supplement No. 20 to Registration Statement No. 333-117752, dated January 5, 2005 (the "Pricing Supplement"). We have reviewed the discussion set forth under the caption "United States Federal Taxation" in the Pricing Supplement and are of the opinion that the discussion is accurate. We are members of the Bar of the State of New York. The foregoing opinion is based upon and limited to the federal laws of the United States of America as contained in the Internal Revenue Code of 1986, as amended, Treasury regulations, administrative decisions and court decisions as of the date of this letter. We hereby consent to the use of our name under the caption "United States Federal Taxation" in the Pricing Supplement. The issuance of such a consent does not concede that we are an "Expert" for the purposes of the Securities Act of 1933. Very truly yours, /s/ Davis Polk & Wardwell -----END PRIVACY-ENHANCED MESSAGE-----