[On Cleary Gottlieb Steen & Hamilton LLP Letterhead]



February 15, 2006

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

MS Structured Asset Corp.

1585 Broadway

New York, New York 10036

Ladies and Gentlemen:

We have acted as special counsel to MS Structured Asset Corp. (the Depositor) in connection with the formation of Treasury Index LinkED Securities (TILES) Trust No. 2006-1  (the Trust), the issuance by the Trust of $20,000,000 principal amount of Treasury Index Linked Trust Units (the Units) and the offer and sale of the Units by the Underwriter. The Units are offered pursuant to a registration statement on Form S-3 (No. 333-101155).  Such registration statement, as amended as of its most recent effective date determined pursuant to Rule 430B(f)(2) under the Securities Act of 1933, as amended (the Securities Act), but excluding the documents incorporated by reference therein, is herein called the Registration Statement; the related prospectus dated March 5, 2003, as first filed with the Securities and Exchange
Commission (the Commission) pursuant to Rule 424(b) under the Securities Act, but excluding the documents incorporated by reference therein, is herein called the Base Prospectus; the preliminary prospectus supplement dated January 12, 2006, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, but excluding the documents incorporated by reference therein, is herein called the Preliminary Prospectus Supplement; and the related prospectus supplement dated February 15, 2006, as first filed with the Commission pursuant to Rule 424(b) under the Securities Act, but excluding the documents incorporated by reference therein, is herein called the Final Prospectus Supplement.  The Base Prospectus and the Preliminary Prospectus Supplement, together with the free writing prospectus attached as Exhibit A, are herein called the Pricing Prospectus, and the Base Prospectus and the Final





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Morgan Stanley & Co. Incorporated

MS Structured Asset Corp.

February 15, 2006

Page 2





Prospectus Supplement together are herein called the Final Prospectus. This opinion letter is furnished pursuant to Section 4(c) of the Underwriting Agreement dated February 15, 2006 (the Underwriting Agreement) between the Depositor and the Underwriter.  The Trust is organized under the laws of the State of New York, pursuant to the Trust Agreement, dated February 15, 2006 (the Trust Agreement), between LaSalle Bank National Association, as trustee (the Trustee) and the Depositor, which Trust Agreement, to the extent provided therein, incorporates by reference the Standard Terms referenced therein.  Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Trust Agreement.

In arriving at the opinions expressed below, we have reviewed the following documents:

| | (a) | the Pricing Prospectus and the documents incorporated by reference therein;
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| | (b) | the Final Prospectus and the documents incorporated by reference therein;
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| | (c) | the Trust Agreement; and
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| | (d) | the Units.
| | --- | ----------

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Depositor and such other instruments and other certificates of public officials, officers and representatives of the Depositor and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.

In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies.  In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed (including, without limitation, the accuracy of the representations and warranties of the Depositor in the Standard Terms).

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that:

1.Assuming the Trust Agreement has been duly authorized, executed and delivered by each of the Trustee and the Depositor, the Trust Agreement is the valid and binding obligation of the Depositor enforceable against the Depositor in accordance with its terms.

2.The Units, assuming that they have been duly and validly authorized, executed, and issued by the Trustee, authenticated as specified in the Trust Agreement and delivered to the Depositor, have been legally and validly issued, the holders of the Units will be entitled to the benefits of the Trust Agreement, and the Units are fully paid and nonassessable.





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Morgan Stanley & Co. Incorporated

MS Structured Asset Corp.

February 15, 2006

Page 3





Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation (a) we have assumed that each other party to such agreement or obligation other than the Depositor has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it, and (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally and to general principles of equity.

The foregoing opinions are limited to the federal law of the United States of America, and the law of the State of New York.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm in the Registration Statement and the related Pricing Prospectus and Final Prospectus under the caption Validity of Units.  By giving such consent, we do not admit that we are experts within the meaning of the Act, or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit.

Very truly yours,

CLEARY GOTTLIEB STEEN & HAMILTON LLP

By /s/ Michael A. Mazzuchi
      Michael A. Mazzuchi, a Partner

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307451







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Exhibit A



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Filed pursuant to Rule 433

Registration Statement No. 333-101155

February 9, 2006

Relating to Preliminary Prospectus Supplement

dated January 12, 2006

Structured Asset Trust Unit Repackagings (SATURNSSM)







Treasury Index LinkEd Securities (TILESSM)

Series 2006-1 due February 15, 2034

($1,000 principal balance per Unit)



backed by

Goldman Sachs Capital I,

6.345% Capital Securities due February 15, 2034

MS Structured Asset Corp.

Depositor



|Offering Price:                                                    | $1,000 per Unit (par)                                                                                                                                                                                                                                                                              
|------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number of Units                                                    | 20,000                                                                                                                                                                                                                                                                                             
|Total principal amount of Units:                                   | $20,000,000.We may increase the principal amount prior to the issue date, but we are not required to do so.                                                                                                                                                                                        
|Pricing Date:                                                      | February 8, 2006                                                                                                                                                                                                                                                                                   
|Issue Date:                                                        | February 15, 2006                                                                                                                                                                                                                                                                                  
|Final Scheduled Distribution Date:                                 | February 15, 2034                                                                                                                                                                                                                                                                                  
|Interest:                                                          | Issue Date to but excluding August 15, 2007: 8.00%
        August 15, 2007 to Final Scheduled Distribution Date: 10Y CMT + Spread, subject to a minimum coupon of 0% and maximum coupon of 8%.                                                                                                     
|Spread:                                                            | 0.25% per annum                                                                                                                                                                                                                                                                                    
|Distribution Dates:                                                | Semiannually, on each February 15 and August 15, commencing on August 15, 2006                                                                                                                                                                                                                     
|Interest Deferral:                                                 | Interest distributions in respect of the Units may be deferred, without compounding of interest, if payments of interest under the underlying securities held by the trust are deferred at the election of the underlying securities issuer, as described in the Preliminary Prospectus Supplement.
|Principal:                                                         | On the final scheduled distribution date, the Units will be entitled to a single payment of principal of $1,000 plus any accrued interest.                                                                                                                                                         
|Underlying Securities:                                             | Goldman Sachs Capital I, 6.345% Capital Securities due February 15, 2034                                                                                                                                                                                                                           
|Trust Expenses:                                                    | 0.045% per annum                                                                                                                                                                                                                                                                                   
|Annual Trust Fees:                                                 | $4,000                                                                                                                                                                                                                                                                                             
|Fee payable to Expense Administrator on each Distribution Date:    | $2,500                                                                                                                                                                                                                                                                                             
|Underwriting Discount:                                             | 3.15%                                                                                                                                                                                                                                                                                              
|Effective Date for Interest Rate Swap:                             | February 15, 2006                                                                                                                                                                                                                                                                                  
|Fixed Rate for Payments by the Trust under the Interest Rate Swap: | 6.345% (less Trust Expenses)                                                                                                                                                                                                                                                                       







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|Upfront Payments by the Trust under the Forward Rate Agreements:     | For Confirmation 1: $296,000
        For Confirmation 2: $286,000
        For Confirmation 3: $278,000                                                                                                                                                                                                                     
|-------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Underlying Securities Original Issue Price:                          | 100%                                                                                                                                                                                                                                                                                                                       
|Summary of projected cash flows and accruals on the Integrated Debt: | See Annex A. The issue price of the Integrated Debt is determined for purposes of calculating the total accrual of OID for federal income tax purposes and does not reflect the market value of all cashflows (including the payments under the Forward Rate Agreements) which the Unitholders will be entitled to receive.
|Listing:                                                             | The depositor has applied to list the Units on the New York Stock Exchange, subject to meeting the applicable listing requirements.                                                                                                                                                                                        
|CUSIP:                                                               | 89465GAA3                                                                                                                                                                                                                                                                                                                  
|Underwriter                                                          | Morgan Stanley                                                                                                                                                                                                                                                                                                             
|Preliminary Prospectus Supplement:                                   | The Preliminary Prospectus Supplement dated January 12, 2006, which is available through the EDGAR system on the SEC Web site and to which a link is set forth below. Capitalized terms used and not defined here have the meanings set forth in the Preliminary Prospectus Supplement.                                    

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-718-1649.

Link to:

Preliminary Prospectus Supplement dated January 12, 2006 (including base Prospectus dated March 5, 2003)





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ANNEX A

Summary of projected cash flows and accruals on the Integrated Debt

The following summary of projected cash flows and accruals of OID on the Integrated Debt assumes no deferral of interest on the underlying securities. The summary is per $1,000 principal amount of the Integrated Debt. It is based on a CMT rate of 4.56% (the 10Y CMT on February 8, 2006), although the actual 10Y CMT will vary.

|Payment Date | Coupon payment received by the trust on the underlying security | Payment made by the trust on the interest rate swap | Total cash flow | Original issue discount in excess of coupons received (Additional OID) for period ending on Payment Date | Total accrual of OID for period ending on Payment Date
|------------ | --------------------------------------------------------------- | --------------------------------------------------- | --------------- | -------------------------------------------------------------------------------------------------------- | ------------------------------------------------------
|Aug 15, 2006 | $31.725                                                         | $7.45                                               | $24.275         | $0.8913209                                                                                               | $25.166321                                            
|Feb 15, 2007 | $31.725                                                         | $7.45                                               | $24.275         | $0.9168109                                                                                               | $25.191811                                            
|Aug 15, 2007 | $31.725                                                         | $7.45                                               | $24.275         | $0.94303                                                                                                 | $25.218030                                            
|Feb 15, 2008 | $31.725                                                         | $7.45                                               | $24.275         | $0.9699988                                                                                               | $25.244999                                            
|Aug 15, 2008 | $31.725                                                         | $7.45                                               | $24.275         | $0.997739                                                                                                | $25.272739                                            
|Feb 15, 2009 | $31.725                                                         | $7.45                                               | $24.275         | $1.0262724                                                                                               | $25.301272                                            
|Aug 15, 2009 | $31.725                                                         | $7.45                                               | $24.275         | $1.0556218                                                                                               | $25.330622                                            
|Feb 15, 2010 | $31.725                                                         | $7.45                                               | $24.275         | $1.0858106                                                                                               | $25.360811                                            
|Aug 15, 2010 | $31.725                                                         | $7.45                                               | $24.275         | $1.1168627                                                                                               | $25.391863                                            
|Feb 15, 2011 | $31.725                                                         | $7.45                                               | $24.275         | $1.1488028                                                                                               | $25.423803                                            
|Aug 15, 2011 | $31.725                                                         | $7.45                                               | $24.275         | $1.1816564                                                                                               | $25.456656                                            
|Feb 15, 2012 | $31.725                                                         | $7.45                                               | $24.275         | $1.2154495                                                                                               | $25.490450                                            
|Aug 15, 2012 | $31.725                                                         | $7.45                                               | $24.275         | $1.2502091                                                                                               | $25.525209                                            
|Feb 15, 2013 | $31.725                                                         | $7.45                                               | $24.275         | $1.2859627                                                                                               | $25.560963                                            
|Aug 15, 2013 | $31.725                                                         | $7.45                                               | $24.275         | $1.3227387                                                                                               | $25.597739                                            
|Feb 15, 2014 | $31.725                                                         | $7.45                                               | $24.275         | $1.3605665                                                                                               | $25.635567                                            
|Aug 15, 2014 | $31.725                                                         | $7.45                                               | $24.275         | $1.3994761                                                                                               | $25.674476                                            







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|Feb 15, 2015 | $31.725 | $7.45 | $24.275 | $1.4394985 | $25.714498
|------------ | ------- | ----- | ------- | ---------- | ----------
|Aug 15, 2015 | $31.725 | $7.45 | $24.275 | $1.4806654 | $25.755665
|Feb 15, 2016 | $31.725 | $7.45 | $24.275 | $1.5230096 | $25.798010
|Aug 15, 2016 | $31.725 | $7.45 | $24.275 | $1.5665648 | $25.841565
|Feb 15, 2017 | $31.725 | $7.45 | $24.275 | $1.6113655 | $25.886366
|Aug 15, 2017 | $31.725 | $7.45 | $24.275 | $1.6574475 | $25.932448
|Feb 15, 2018 | $31.725 | $7.45 | $24.275 | $1.7048474 | $25.979847
|Aug 15, 2018 | $31.725 | $7.45 | $24.275 | $1.7536027 | $26.028603
|Feb 15, 2019 | $31.725 | $7.45 | $24.275 | $1.8037524 | $26.078752
|Aug 15, 2019 | $31.725 | $7.45 | $24.275 | $1.8553363 | $26.130336
|Feb 15, 2020 | $31.725 | $7.45 | $24.275 | $1.9083954 | $26.183395
|Aug 15, 2020 | $31.725 | $7.45 | $24.275 | $1.9629719 | $26.237972
|Feb 15, 2021 | $31.725 | $7.45 | $24.275 | $2.0191091 | $26.294109
|Aug 15, 2021 | $31.725 | $7.45 | $24.275 | $2.0768518 | $26.351852
|Feb 15, 2022 | $31.725 | $7.45 | $24.275 | $2.1362458 | $26.411246
|Aug 15, 2022 | $31.725 | $7.45 | $24.275 | $2.1973383 | $26.472338
|Feb 15, 2023 | $31.725 | $7.45 | $24.275 | $2.260178  | $26.535178
|Aug 15, 2023 | $31.725 | $7.45 | $24.275 | $2.3248148 | $26.599815
|Feb 15, 2024 | $31.725 | $7.45 | $24.275 | $2.3913001 | $26.666300
|Aug 15, 2024 | $31.725 | $7.45 | $24.275 | $2.4596867 | $26.734687
|Feb 15, 2025 | $31.725 | $7.45 | $24.275 | $2.530029  | $26.805029
|Aug 15, 2025 | $31.725 | $7.45 | $24.275 | $2.602383  | $26.877383
|Feb 15, 2026 | $31.725 | $7.45 | $24.275 | $2.6768062 | $26.951806
|Aug 15, 2026 | $31.725 | $7.45 | $24.275 | $2.7533578 | $27.028358
|Feb 15, 2027 | $31.725 | $7.45 | $24.275 | $2.8320985 | $27.107099







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|Aug 15, 2027 | $31.725 | $7.45 | $24.275 | $2.9130911 | $27.188091
|------------ | ------- | ----- | ------- | ---------- | ----------
|Feb 15, 2028 | $31.725 | $7.45 | $24.275 | $2.9964    | $27.271400
|Aug 15, 2028 | $31.725 | $7.45 | $24.275 | $3.0820913 | $27.357091
|Feb 15, 2029 | $31.725 | $7.45 | $24.275 | $3.1702332 | $27.445233
|Aug 15, 2029 | $31.725 | $7.45 | $24.275 | $3.2608959 | $27.535896
|Feb 15, 2030 | $31.725 | $7.45 | $24.275 | $3.3541513 | $27.629151
|Aug 15, 2030 | $31.725 | $7.45 | $24.275 | $3.4500736 | $27.725074
|Feb 15, 2031 | $31.725 | $7.45 | $24.275 | $3.5487391 | $27.823739
|Aug 15, 2031 | $31.725 | $7.45 | $24.275 | $3.6502263 | $27.925226
|Feb 15, 2032 | $31.725 | $7.45 | $24.275 | $3.7546158 | $28.029616
|Aug 15, 2032 | $31.725 | $7.45 | $24.275 | $3.8619906 | $28.136991
|Feb 15, 2033 | $31.725 | $7.45 | $24.275 | $3.9724362 | $28.247436
|Aug 15, 2033 | $31.725 | $7.45 | $24.275 | $4.0860403 | $28.361040
|Feb 15, 2034 | $31.725 | $7.45 | $24.275 | $4.2028933 | $28.477893









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