MS STRUCTURED TILES SERIES 2006-1 10-K

Exhibit 34.1









Report of Independent Registered Public
Accounting Firm





The Board of Directors

U.S. Bank National Association



We have examined management’s assertion, included in the
accompanying Report on Assessment of Compliance with Applicable Servicing Criteria, that U.S. Bank National Association and U.S.
Bank Trust Company, National Association (collectively, the “Company”) complied with the servicing criteria set forth in
Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the U.S. Bank Corporate Trust Asset-Backed
Securities Platform (the “Platform”), for which the Company provides trustee, securities administration, registrar and
paying agent services, as of and for the year ended December 31, 2022, except for servicing criteria Items 1122(d)(1)(iii),
1122(d)(4)(i)-(ii), and 1122(d)(4)(iv)-(xiv), which the Company has determined are not applicable to the activities it performs with
respect to the servicing platform covered by this report. Management is responsible for the Company’s compliance with those
servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance
with the servicing criteria based on our examination.



Our examination was conducted in accordance
with attestation standards established by the American Institute of Certified Public Accountants and the Public Company Accounting
Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance
with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination
included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less
than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions
and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected
transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed
to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts
calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions.
Although the Company is responsible for assessing compliance with Items 1122(d)(1)(ii), 1122(d)(1)(v), and 1122(d)(2)(iii) of Regulation
AB, there were no servicing activities performed by the Company during the year ended December 31, 2022 that required these servicing
criteria to be complied with. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for
our opinion.



We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical
requirements related to our examination engagement.



Our examination does not provide a legal determination
on the Company’s compliance with the servicing criteria.



In our opinion, management’s assertion
that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2022, for the U.S. Bank
Corporate Trust Asset-Backed Securities Platform is fairly stated, in all material respects.



/s/Ernst & Young LLP



Minneapolis, Minnesota

February 27, 2023