EXHIBIT 5
BROWN & WOOD LLP
One World Trade Center
New York, NY 10048-0057
May 4, 1999
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
We have acted as counsel to Morgan Stanley Dean Witter & Co., a
Delaware corporation (the "Company"), in connection with the preparation and
filing of a registration statement on Form S-3 (as it may be amended or
supplemented from time to time, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
$12,000,000,000 aggregate initial offering price of the following securities
(collectively, the "Securities"): (i) debt securities ("Debt Securities"), (ii)
warrants to purchase Debt Securities ("Debt Warrants") or to purchase or sell
(a) securities of an entity unaffiliated with the Company, a basket of such
securities, an index or indices of such securities or any combination of the
above, (b) currencies or (c) commodities ("Universal Warrants," and together
with Debt Warrants, the "Warrants"), (iii) purchase contracts ("Purchase
Contracts") requiring the holders thereof to purchase or sell (a) securities of
an entity unaffiliated with the Company, a basket of such securities, an index
or indices of such securities or any combination of the above, (b) currencies or
(c) commodities, (iv) Debt Securities, Purchase Contracts and Warrants or any
combination thereof that may be offered in the form of Units ("Units"), (v)
shares of the Company's preferred stock, par value $0.01 per share ("Preferred
Stock"), to be issued from time to time in one or more series and (vi) an
indeterminate number of depositary shares representing fractional interests in
shares of the Preferred Stock (the "Depositary Shares").
The Debt Securities and certain Purchase Contracts that require the
holders thereof to satisfy their obligations thereunder when such Purchase
Contracts are issued ("Pre-paid Purchase Contracts"), if any, are to be issued
from time to time as either (a) senior indebtedness of the Company under an
amended and restated senior indenture dated as of May 1, 1999, between the
Company and The Chase Manhattan Bank, as trustee (the "Senior Debt Trustee")
(the "Senior Indenture") or (b) subordinated indebtedness of the Company under
an amended and restated subordinated indenture dated as of May 1, 1999, between
the Company and The First National Bank of Chicago, as trustee (the
"Subordinated Debt Trustee") (the "Subordinated Indenture" and, together with
the Senior Indenture, the "Indentures"). The Debt Warrants, if any, will be
issued under a debt warrant agreement to be entered into between the Company and
a debt warrant agent (the "Debt Warrant Agreement"). The Universal Warrants, if
any, will be issued under a Universal Warrant Agreement to be entered into
between the Company and The Chase Manhattan Bank, as warrant agent (the
"Universal Warrant Agreement"). The Purchase Contracts (other than Pre-paid
Purchase Contracts) and Units, if any, will be issued under one or more unit
agreements to be entered into among the Company, a bank or trust company, as
unit agent, and the holders from time to time of the Units (each such unit
agreement, a "Unit Agreement"). Units that include Purchase Contracts that are
all Pre-paid Purchase Contracts will be issued under one or more Unit Agreements
designed for Units where the holders do not have any further obligations under
the Purchase Contracts (such Unit Agreements are referred to as "Unit Agreements
Without Holder Obligations"). Depositary Shares representing fractional
interests in shares of Preferred Stock will be issued under a preferred stock
deposit agreement to be entered into among the Company, The Bank of New York, as
depositary, and the holders from time to time of depositary receipts issued
thereunder (the "Deposit Agreement"). The forms of the Indentures, the Debt
Warrant Agreement, the Universal Warrant Agreement, the Unit Agreement, the Unit
Agreement Without Holders' Obligations, the Deposit Agreement and the Securities
are filed or incorporated by reference as exhibits to the Registration
Statement.
In rendering this opinion, we have examined the originals or copies,
certified to our satisfaction, of such corporate records and other documents and
certificates as we deemed necessary. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of all such
latter documents. In addition, in rendering this opinion, we have assumed the
due authorization, execution and delivery of the Indentures, the Debt Warrant
Agreement, the Universal Warrant Agreement, the Unit Agreement, the Unit
Agreement Without Holders' Obligations, and the Deposit Agreement by all parties
other than the Company. As to any facts material to this opinion, we have, when
relevant facts were not independently established by us, relied upon the
aforesaid records, certificates and documents.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that:
(i) the Indentures, the Debt Warrant Agreement, the Universal Warrant
Agreement, the Unit Agreement, the Unit Agreement Without Holders' Obligations,
the Deposit Agreement and the Securities have been duly authorized by the
Company;
(ii) when the Debt Warrant Agreement, the Universal Warrant Agreement
and the Unit Agreement and/or the Unit Agreement Without Holders' Obligations,
as applicable, have been duly executed and delivered by the Company and the Debt
Securities, the Debt Warrants, the Universal Warrants, the Purchase Contracts
and the Units have been duly executed and issued in accordance with the
provisions of the applicable Indenture, the Debt Warrant Agreement, the
Universal Warrant Agreement, the Unit Agreement, and/or the Unit Agreement
Without Holders' Obligations, as applicable, respectively, and duly paid for by
the purchasers thereof in the manner and on the terms described in the
Registration Statement (after it is declared effective), all required corporate
action will have been taken with respect to the issuance and sale of the Debt
Securities, the Debt Warrants, the Universal Warrants, the Purchase Contracts
and the Units and such Securities will have been validly issued and will
constitute valid and binding obligations of the Company, enforceable in
accordance with their terms;
(iii) when the shares of Preferred Stock have been duly issued and paid
for by the purchasers thereof in the manner and on the terms described in the
Registration Statement (after it is declared effective), such shares of
Preferred Stock will be duly and validly issued, fully paid and nonassessable;
and
(iv) when the Deposit Agreement has been duly executed and delivered by
the Company and, if applicable, when the Depositary Shares have been duly issued
and paid for by the purchasers thereof in the manner and on the terms described
in the Registration Statement (after it is declared effective), such Depositary
Shares, if applicable, will represent legal and valid interests in the
corresponding shares of Preferred Stock.
The opinions set forth herein are limited to matters of the laws of the
State of New York and the General Corporation Law of the State of Delaware. Any
opinion expressed herein as to enforceability is qualified in that such
enforceability may be limited by (i) bankruptcy, insolvency, reorganization,
liquidation, moratorium and other similar laws affecting creditors' rights
generally, (ii) general principles of equity, regardless of whether such
enforcement is considered at a proceeding in equity or at law, (iii)
requirements that a claim with respect to the Notes, which are denominated in a
foreign currency (or a foreign currency judgment in respect of such claim), be
converted into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law or (iv) governmental authority to limit,
delay or prohibit making payments in foreign currency or currency units or
payments outside the United States. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to our
firm appearing under the caption "Legal Matters" in the related Prospectus. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Brown & Wood LLP
BROWN & WOOD LLP
One World Trade Center
New York, NY 10048-0057
May 4, 1999
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
We have acted as counsel to Morgan Stanley Dean Witter & Co., a
Delaware corporation (the "Company"), in connection with the preparation and
filing of a registration statement on Form S-3 (as it may be amended or
supplemented from time to time, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
$12,000,000,000 aggregate initial offering price of the following securities
(collectively, the "Securities"): (i) debt securities ("Debt Securities"), (ii)
warrants to purchase Debt Securities ("Debt Warrants") or to purchase or sell
(a) securities of an entity unaffiliated with the Company, a basket of such
securities, an index or indices of such securities or any combination of the
above, (b) currencies or (c) commodities ("Universal Warrants," and together
with Debt Warrants, the "Warrants"), (iii) purchase contracts ("Purchase
Contracts") requiring the holders thereof to purchase or sell (a) securities of
an entity unaffiliated with the Company, a basket of such securities, an index
or indices of such securities or any combination of the above, (b) currencies or
(c) commodities, (iv) Debt Securities, Purchase Contracts and Warrants or any
combination thereof that may be offered in the form of Units ("Units"), (v)
shares of the Company's preferred stock, par value $0.01 per share ("Preferred
Stock"), to be issued from time to time in one or more series and (vi) an
indeterminate number of depositary shares representing fractional interests in
shares of the Preferred Stock (the "Depositary Shares").
The Debt Securities and certain Purchase Contracts that require the
holders thereof to satisfy their obligations thereunder when such Purchase
Contracts are issued ("Pre-paid Purchase Contracts"), if any, are to be issued
from time to time as either (a) senior indebtedness of the Company under an
amended and restated senior indenture dated as of May 1, 1999, between the
Company and The Chase Manhattan Bank, as trustee (the "Senior Debt Trustee")
(the "Senior Indenture") or (b) subordinated indebtedness of the Company under
an amended and restated subordinated indenture dated as of May 1, 1999, between
the Company and The First National Bank of Chicago, as trustee (the
"Subordinated Debt Trustee") (the "Subordinated Indenture" and, together with
the Senior Indenture, the "Indentures"). The Debt Warrants, if any, will be
issued under a debt warrant agreement to be entered into between the Company and
a debt warrant agent (the "Debt Warrant Agreement"). The Universal Warrants, if
any, will be issued under a Universal Warrant Agreement to be entered into
between the Company and The Chase Manhattan Bank, as warrant agent (the
"Universal Warrant Agreement"). The Purchase Contracts (other than Pre-paid
Purchase Contracts) and Units, if any, will be issued under one or more unit
agreements to be entered into among the Company, a bank or trust company, as
unit agent, and the holders from time to time of the Units (each such unit
agreement, a "Unit Agreement"). Units that include Purchase Contracts that are
all Pre-paid Purchase Contracts will be issued under one or more Unit Agreements
designed for Units where the holders do not have any further obligations under
the Purchase Contracts (such Unit Agreements are referred to as "Unit Agreements
Without Holder Obligations"). Depositary Shares representing fractional
interests in shares of Preferred Stock will be issued under a preferred stock
deposit agreement to be entered into among the Company, The Bank of New York, as
depositary, and the holders from time to time of depositary receipts issued
thereunder (the "Deposit Agreement"). The forms of the Indentures, the Debt
Warrant Agreement, the Universal Warrant Agreement, the Unit Agreement, the Unit
Agreement Without Holders' Obligations, the Deposit Agreement and the Securities
are filed or incorporated by reference as exhibits to the Registration
Statement.
In rendering this opinion, we have examined the originals or copies,
certified to our satisfaction, of such corporate records and other documents and
certificates as we deemed necessary. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of all such
latter documents. In addition, in rendering this opinion, we have assumed the
due authorization, execution and delivery of the Indentures, the Debt Warrant
Agreement, the Universal Warrant Agreement, the Unit Agreement, the Unit
Agreement Without Holders' Obligations, and the Deposit Agreement by all parties
other than the Company. As to any facts material to this opinion, we have, when
relevant facts were not independently established by us, relied upon the
aforesaid records, certificates and documents.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that:
(i) the Indentures, the Debt Warrant Agreement, the Universal Warrant
Agreement, the Unit Agreement, the Unit Agreement Without Holders' Obligations,
the Deposit Agreement and the Securities have been duly authorized by the
Company;
(ii) when the Debt Warrant Agreement, the Universal Warrant Agreement
and the Unit Agreement and/or the Unit Agreement Without Holders' Obligations,
as applicable, have been duly executed and delivered by the Company and the Debt
Securities, the Debt Warrants, the Universal Warrants, the Purchase Contracts
and the Units have been duly executed and issued in accordance with the
provisions of the applicable Indenture, the Debt Warrant Agreement, the
Universal Warrant Agreement, the Unit Agreement, and/or the Unit Agreement
Without Holders' Obligations, as applicable, respectively, and duly paid for by
the purchasers thereof in the manner and on the terms described in the
Registration Statement (after it is declared effective), all required corporate
action will have been taken with respect to the issuance and sale of the Debt
Securities, the Debt Warrants, the Universal Warrants, the Purchase Contracts
and the Units and such Securities will have been validly issued and will
constitute valid and binding obligations of the Company, enforceable in
accordance with their terms;
(iii) when the shares of Preferred Stock have been duly issued and paid
for by the purchasers thereof in the manner and on the terms described in the
Registration Statement (after it is declared effective), such shares of
Preferred Stock will be duly and validly issued, fully paid and nonassessable;
and
(iv) when the Deposit Agreement has been duly executed and delivered by
the Company and, if applicable, when the Depositary Shares have been duly issued
and paid for by the purchasers thereof in the manner and on the terms described
in the Registration Statement (after it is declared effective), such Depositary
Shares, if applicable, will represent legal and valid interests in the
corresponding shares of Preferred Stock.
The opinions set forth herein are limited to matters of the laws of the
State of New York and the General Corporation Law of the State of Delaware. Any
opinion expressed herein as to enforceability is qualified in that such
enforceability may be limited by (i) bankruptcy, insolvency, reorganization,
liquidation, moratorium and other similar laws affecting creditors' rights
generally, (ii) general principles of equity, regardless of whether such
enforcement is considered at a proceeding in equity or at law, (iii)
requirements that a claim with respect to the Notes, which are denominated in a
foreign currency (or a foreign currency judgment in respect of such claim), be
converted into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law or (iv) governmental authority to limit,
delay or prohibit making payments in foreign currency or currency units or
payments outside the United States. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to our
firm appearing under the caption "Legal Matters" in the related Prospectus. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Brown & Wood LLP