Exhibit 5.1
February 21, 2001
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
We have acted as special counsel to Morgan Stanley Dean Witter & Co., a
Delaware corporation (the "Company"), in connection with the proposed offering
by the Company of an aggregate of 3,000,000 shares of Common Stock, par value
$.01 per share (the "Shares"), and associated preferred stock purchase rights
("Rights") pursuant to the Morgan Stanley & Co. Incorporated Deferred Profit
Sharing Plan (the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) a draft of the Registration Statement on Form S-8 relating to the Shares and
the Rights which we understand will be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act (together with all
exhibits thereto, the "Registration Statement") on February 21, 2001, (ii) the
Amended and Restated Certificate of Incorporation, as amended, of the Company as
currently in effect, (iii) the Amended and Restated By-laws of the Company as
currently in effect, (iv) specimens of the certificates to be used to represent
the Shares and (v) resolutions of the Board of Directors of the Company relating
to the authorization of the issuance of the Shares and the Rights and the filing
of the Registration Statement. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and such agreements, certificates of public officials, certificates of
officers or representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
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 or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to the opinions expressed herein that were not independently established or
verified, we have relied upon oral or written statements and representations of
officers and other representatives of the Company and others.
Based upon the foregoing and subject to the limitations set forth herein,
we are of the opinion that:
1. The Shares have been duly authorized and, when issued and delivered in
accordance with the terms and conditions of the Plan and against payment
therefor, the Shares will be validly issued, fully paid and nonassessable.
2. The issuance of the Rights has been duly authorized by all necessary
corporate action of the Company.
We do not purport to be expert on, and we are not expressing an opinion
with respect to, laws other than the laws of the State of New York and the
General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Brown & Wood LLP