UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-K


  (Mark one)

  /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 2007

      OR


  / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from ____________ to ____________



      Commission file number: 333-130684-28

      Morgan Stanley Mortgage Loan Trust 2007-5AX
      (exact name of issuing entity as specified in its charter)

      Morgan Stanley Capital I Inc.
      (exact name of the depositor as specified in its charter)

      Morgan Stanley Mortgage Capital Holdings LLC, successor-in-interest by
      merger to Morgan Stanley Mortgage Capital Inc.
      (exact name of the sponsor as specified in its charter)



  New York                                54-2198922
  (State or other jurisdiction of         54-2198923
  incorporation or organization of        54-2198924
  issuing entity)                         54-6737526
                                          (I.R.S. Employer
                                          Identification No. of
                                          issuing entity)


   c/o Wells Fargo Bank, N.A.
   9062 Old Annapolis Road
   Columbia, MD                                 21045
   (Address of principal executive              (Zip Code of issuing
   offices of issuing entity)                   entity)


 Issuing entity's telephone number, including area code: (410) 884-2000




  Securities registered pursuant to Section 12(b) of the Act:

    NONE.



  Securities registered pursuant to Section 12(g) of the Act:

    NONE.



  Indicate by check mark if the registrant is a well-known seasoned issuer, as
  defined in Rule 405 of the Securities Act.

    Yes ___     No  X



  Indicate by check mark if the registrant is not required to file reports
  pursuant to Section 13 or Section 15(d) of the Act.

    Yes ___     No  X



  Indicate by check mark whether the registrant (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act
  of 1934 during the preceding 12 months (or for such shorter period that the
  registrant was required to file such reports), and (2) has been subject to
  such filing requirements for the past 90 days.

    Yes  X      No ___



  Indicate by check mark if disclosure of delinquent filers pursuant to Item
  405 of Regulation S-K (Section 229.405 of this chapter) is not contained
  herein, and will not be contained, to the best of registrant's knowledge, in
  definitive proxy or information statements incorporated by reference in Part
  III of this Form 10-K or any amendment to this Form 10-K.

    Not applicable.



  Indicate by check mark whether the registrant is a large accelerated filer,
  an accelerated filer, a non-accelerated filer, or a smaller reporting
  company.  See the definitions of "large accelerated filer", "accelerated
  filer" and "smaller reporting company" in Rule 12b-2 of the Act.

   Large accelerated filer ___
   Accelerated filer ___
   Non-accelerated filer X (Do not check if a smaller reporting company)
   Smaller reporting company ___

  Indicate by check mark whether the registrant is a shell company (as defined
  in Rule 12b-2 of the Act).

    Yes ___     No  X



  State the aggregate market value of the voting and non-voting common equity
  held by non-affiliates computed by reference to the price at which the
  common equity was last sold, or the average bid and asked price of such
  common equity, as of the last business day of the registrant's most recently
  completed second fiscal quarter.

    Not applicable.



  DOCUMENTS INCORPORATED BY REFERENCE

    See Item 15(a).





                                     PART I

  Item 1.      Business.

               Not applicable.


  Item 1A.     Risk Factors.

               Not applicable.


  Item 1B.     Unresolved Staff Comments.

               None.


  Item 2.      Properties.

               Not applicable.


  Item 3.      Legal Proceedings.

               Not applicable.


  Item 4.      Submission of Matters to a Vote of Security Holders.

               Not applicable.




                                     PART II

  Item 5.      Market for Registrant's Common Equity, Related Stockholder
               Matters and Issuer Purchases of Equity Securities.

               Not applicable.


  Item 6.      Selected Financial Data.

               Not applicable.


  Item 7.      Management's Discussion and Analysis of Financial Condition and
               Results of Operation.

               Not applicable.


  Item 7A.     Quantitative and Qualitative Disclosures About Market Risk.

               Not applicable.


  Item 8.      Financial Statements and Supplementary Data.

               Not applicable.


  Item 9.      Changes in and Disagreements With Accountants on Accounting and
               Financial Disclosure.

               Not applicable.


  Item 9A.     Controls and Procedures.

               Not applicable.


  Item 9A(T).  Controls and Procedures.

               Not applicable.


  Item 9B.     Other Information.

               None.




                                    PART III

  Item 10.     Directors, Executive Officers and Corporate Governance.

               Not applicable.


  Item 11.     Executive Compensation.

               Not applicable.


  Item 12.     Security Ownership of Certain Beneficial Owners and Management
               and Related Stockholder Matters.

               Not applicable.


  Item 13.     Certain Relationships and Related Transactions, and Director
               Independence.

               Not applicable.


  Item 14.     Principal Accounting Fees and Services.

               Not applicable.




                    ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB


Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

No single obligor represents 10% or more of the pool assets held by the issuing
entity.



Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial
Information.

No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction as
described under Item 1114 (a) of Regulation AB.



Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial
Information).

Morgan Stanley Capital Services Inc. provides a cap contract and an interest
rate swap agreement for the issuing entity. No additional disclosure is
necessary because the aggregate significance percentage for the cap contract
and interest rate swap agreement is less than 10%.



Item 1117 of Regulation AB, Legal Proceedings.

Legal Proceedings regarding American Home Mortgage Corp.

Pursuant to a Form 8-K filed on August 9, 2007 (Commission File No.:
001-31916) by American Home Mortgage Investment Corp., ("American Home") the
parent of American Home Mortgage Corp., one of the loan sellers, announced
that on August 6, 2007 American Home and certain related affiliates filed
Chapter 11 bankruptcy petitions with the United States Bankruptcy Court for
the District of Delaware.

Legal Proceedings Regarding Morgan Stanley Mortgage Capital Holdings LLC

In addition to the matters described below, in the normal course of
business, Morgan Stanley Mortgage Capital Holdings LLC ("the Company") has
been named, from time to time, as a defendant in various legal actions.
Certain of the actual or threatened legal actions include claims for
substantial compensatory and/or punitive damages or claims for indeterminate
amounts of damages.

Regulatory and Governmental Investigations: The Company and its affiliates
are currently responding to subpoenas and requests for information from
certain regulatory and governmental entities concerning the origination,
purchase, securitization and/or servicing of subprime and non-subprime
residential mortgages and related issues.

Civil Litigation re American Business Financial Services, Inc. The Company
has been named as one of a number of defendants in a matter styled Miller v.
Santilli, et al., which is pending in the Court of Common Pleas for
Philadelphia County, Pennsylvania. The complaint in this action was filed on
July 13, 2006 and is being brought by the bankruptcy trustee for American
Business Financial Services, Inc. ("ABFS"). The complaint alleges, inter
alia, that the Company, certain of the Company's affiliates, and various
other financial institutions deepened the insolvency of ABFS, and aided and
abetted fraud and breaches of fiduciary duties committed by certain former
officers and directors of ABFS, by providing warehouse loans to ABFS and
participating in securitization transactions with ABFS. The complaint seeks
damages in excess of $750 million. The deepening insolvency claim has been
dismissed, and the case is currently in discovery.

Bauer, et al., v. Saxon Mortgage Services, Inc., et al. is a matter filed on
December 1, 2004 in the Civil District Court for the Parish of Orleans,
State of Louisiana, Case No. 2004-17015. On February 17, 2005, the
plaintiffs re-filed the case as two separate class action lawsuits, Bauer,
et al., v. Dean Morris, et al., filed as Case No. 05-2173 in the Civil
District Court for the Parish of Orleans, State of Louisiana, and Patterson,
et al., v. Dean Morris, et al., filed as Case No. 05-2174 in the Civil
District Court for the Parish of Orleans, State of Louisiana. On January 24,
2006, the United States District Court for the Eastern District of Louisiana
granted the Company's motion to compel arbitration in Bauer, et al., v. Dean
Morris, et al. On January 25, 2006, the United States District Court for the
Eastern District of Louisiana granted the Saxon Mortgage Services' motion to
compel arbitration in Patterson, et al., v. Dean Morris, et al. At the
present time, neither plaintiff has initiated arbitration.

Jumar Hooks and Diane Felder, et al., v. Saxon Mortgage, Inc. is a matter
filed on October 12, 2005 in the Common Pleas Court for Cuyahoga County,
Ohio as Case No. CV 05 574577. The plaintiffs filed this case as a class
action, on behalf of themselves and similarly situated Ohio borrowers,
alleging that the Company's subsidiary, Saxon Mortgage, Inc. ("Saxon
Mortgage") engaged in unlawful practices in originating and servicing the
plaintiffs' loans. During the second quarter of 2006, the court granted the
Saxon Mortgage's motion to compel individual arbitration as to each of the
two named plaintiffs and stayed the court proceedings with no class having
been certified.

Jones, et al., v. ABN AMRO Mortgage Group, et al. is a matter filed on
September 24, 2007 in the Court of Common Pleas for Berks County,
Pennsylvania as Civil Action-Law No. 07-10540. The plaintiffs allege that
the putative class members were not credited properly for payments made on
their mortgage loans which were allegedly collected by non-affiliated
intermediary entities and forwarded to the servicer defendants. Saxon
Mortgage Services services two loans for putative class members. Saxon
Mortgage Services and other defendants filed a consolidated motion to
dismiss the case.



Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related
Transactions.

The information regarding this Item has been previously filed in a 424(b)(5)
filed on February 28, 2007 (Commission File No. 333-130684-28).



Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.

The reports on assessment of compliance with the servicing criteria for
asset-backed securities and the related attestation reports on such assessments
of compliance are attached hereto under Item 15(a).

Central Mortgage Company (the "Company") has reported an instance of
material non-compliance with the servicing criteria set forth in
1122(d)(4)(x)(B) of Regulation AB applicable to the Company during the year
ended December 31, 2007. Item 1122(d)(4)(x)(B) requires that regarding any
funds held in trust for an obligor (such as escrow accounts): (B) interest
on such funds is paid, or credited, to obligors in accordance with
applicable mortgage loan documents and state laws. It was noted that in 4
states; Oregon, Wisconsin, Maine and New Hampshire; that the interest rate
used to credit interest to obligor(s)' trust funds was inaccurate.
Additional monitoring of the states' published interest rates has been
implemented with additional emphasis on the effective change date and
accuracy.

The assessment of compliance for GMAC Mortgage, LLC disclosed the following
material noncompliance, as applicable during the twelve months ended
December 31, 2007:

Certain custodial account reconciliations were not reviewed within timelines
outlined in the GMACM's policies and procedures, as required by criteria
1122 (d)(2)(vii)(C).  Certain custodial accounts had reconciling items which
were not resolved within 90 calendar days of original identification, as
required by criteria 1122(d)(2)(vii)(D).

LaSalle Bank National Association's ("LaSalle") Report on Assessment of
Compliance with Servicing Criteria for 2007 (the "2007 Assessment") attached
to this Form 10-K as Exhibit 33.5 the following material instance of
noncompliance related to investor reporting:

"1122(d)(3)(i)(A) and (B) - During the Reporting Period, certain monthly
investor or remittance reports were not prepared in accordance with the
terms set forth in the transaction agreements and certain investor reports
did not provide the information calculated in accordance with the terms
specified in the transaction agreements for which certain individual errors
may or may not have been material."

The investor reporting errors identified on LaSalle's 2007 Assessment as
material instances of noncompliance (the "Investor Reporting Errors")
included, for example, revised delinquency, REO, foreclosure, repurchase,
payoff or modified loan counts, category indicators and/or balances. The
conclusion that the Investor Reporting Errors amounted to a material
instance of noncompliance was based primarily on the aggregate number of
errors as opposed to the materiality of any one error.

The Investor Reporting Errors were generally caused by human error resulting
primarily from high volume monthly data processing demands that had to be
addressed within constricted time frames with less than a full complement of
operational staff. Between the fourth quarter of the Reporting Period and
the date of the 2007 Assessment, LaSalle has employed additional operational
staff to accommodate the high volume of monthly investor reporting
requirements and minimize the risk of the Investor Reporting Errors
recurring. Other necessary controls are in place to minimize the risk of
such errors.

With respect to the specific pool assets and asset-backed securities related
to the Investor Reporting Errors, the errors did not have, and are not
reasonable likely in the future to have, any material impact or effect on
pool asset performance, servicing of the pool assets and payments or
expected payments on the mortgage-backed securities.

Although each servicing criterion required by Item 1122(d) of Regulation AB
is addressed in one or more of the Assessments of Compliance with Servicing
Criteria and related Attestation Reports included with this report, the
Servicer's, GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation,
Assessment of Compliance and related Attestation Report did not address each
of the servicing criteria that the Servicer was required to address under
the terms of the related Servicing Agreement. The Servicer has not
identified such failure to provide an Assessment and Attestation for these
items as a material failure to fulfill its obligations under the related
servicing agreement in the Servicer's Compliance Statement provided under
Item 1123 of Regulation AB, because the Servicer asserts that those items
are not applicable to the Servicer.



Item 1123 of Regulation AB, Servicer Compliance Statement.

The servicer compliance statements are attached hereto under Item 15(a).



                               Part IV

  Item 15. Exhibits, Financial Statement Schedules.

  (a) Exhibits.

  (1) Not applicable.

  (2) Not applicable.

  (3) Exhibits filed herewith.

  (4.1) Pooling and Servicing Agreement, dated as of February 1, 2007, among
         Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,
         National Association, as master servicer and as securities
         administrator and LaSalle Bank National Association, as trustee and
         a custodian.(Filed as part of the Registrant's Current Report on
         Form 8-K filed on April 17, 2007 (Commission File No.:
         333-130684-28) and is incorporated by reference herein.)

  (10.1) MSMCI Mortgage Loan and Purchase Agreement, dated as of February 1,
         2007, among Morgan Stanley Mortgage Capital Inc., Morgan Stanley
         Capital I, Inc. and LaSalle Bank National Association, as
         trustee.(Filed as part of the Registrant's Current Report on Form
         8-K filed on April 17, 2007 (Commission File No.: 333-130684-28) and
         is incorporated by reference herein.)

  (10.2) American Home Assignment Agreement, dated as of February 1, 2007,
         among Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital
         Inc., American Home Mortgage Corp. and LaSalle Bank National
         Association, as trustee.(Filed as part of the Registrant's Current
         Report on Form 8-K filed on April 17, 2007 (Commission File No.:
         333-130684-28) and is incorporated by reference herein.)

  (10.3) American Home Purchase Agreement, dated as of June 1, 2006, among
         Morgan Stanley Mortgage Capital Inc. and American Home Mortgage
         Corp.(Filed as part of the Registrant's Current Report on Form 8-K
         filed on April 17, 2007 (Commission File No.: 333-130684-28) and is
         incorporated by reference herein.)

  (10.4) IndyMac Assignment Agreement, dated as of February 1, 2007, among
         Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital Inc.,
         Wells Fargo Bank, National Association, as master servicer and as
         securities administrator, IndyMac Bank, F.S.B. and LaSalle Bank
         National Association, as trustee.(Filed as part of the Registrant's
         Current Report on Form 8-K filed on April 17, 2007 (Commission File
         No.: 333-130684-28) and is incorporated by reference herein.)

  (10.5) IndyMac Purchase Agreement, dated as of September 1, 2006, among
         Morgan Stanley Mortgage Capital Inc. and IndyMac Bank, F.S.B.(Filed
         as part of the Registrant's Current Report on Form 8-K filed on
         April 17, 2007 (Commission File No.: 333-130684-28) and is
         incorporated by reference herein.)

  (10.6) IndyMac Servicing Agreement, dated as of September 1, 2006, among
         Morgan Stanley Mortgage Capital Inc. and IndyMac Bank, F.S.B.(Filed
         as part of the Registrant's Current Report on Form 8-K filed on
         April 17, 2007 (Commission File No.: 333-130684-28) and is
         incorporated by reference herein.)

  (10.7) NetBank Assignment Agreement, dated as of February 1, 2007, among
         Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital Inc.,
         NetBank and LaSalle Bank National Association, as trustee.(Filed as
         part of the Registrant's Current Report on Form 8-K filed on April
         17, 2007 (Commission File No.: 333-130684-28) and is incorporated
         by reference herein.)

  (10.8) NetBank Purchase Agreement, dated as of November 1, 2005, among
         Morgan Stanley Mortgage Capital Inc. and NetBank.(Filed as part of
         the Registrant's Current Report on Form 8-K filed on April 17, 2007
         (Commission File No.: 333-130684-28) and is incorporated by
         reference herein.)

  (10.9) New Century Assignment Agreement, dated as of February 1, 2007,
          among Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
          Capital Inc., New Century Mortgage Corp. and LaSalle Bank National
          Association, as trustee.(Filed as part of the Registrant's Current
          Report on Form 8-K filed on April 17, 2007 (Commission File No.:
          333-130684-28) and is incorporated by reference herein.)

  (10.10) New Century Purchase Agreement, dated as of November 1, 2005,
          among Morgan Stanley Mortgage Capital Inc. and New Century Mortgage
          Corp.(Filed as part of the Registrant's Current Report on Form 8-K
          filed on April 17, 2007 (Commission File No.: 333-130684-28) and
          is incorporated by reference herein.)

  (10.11) Quicken Assignment Agreement, dated as of February 1, 2007, among
          Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital
          Inc., Quicken Loans, Inc. and LaSalle Bank National Association, as
          trustee.(Filed as part of the Registrant's Current Report on Form
          8-K filed on April 17, 2007 (Commission File No.: 333-130684-28)
          and is incorporated by reference herein.)

  (10.12) Quicken Purchase Agreement, dated as of June 1, 2006, among Morgan
          Stanley Mortgage Capital Inc. and Quicken Loans, Inc.(Filed as part
          of the Registrant's Current Report on Form 8-K filed on April 17,
          2007 (Commission File No.: 333-130684-28) and is incorporated by
          reference herein.)

  (10.13) Virtual Assignment Agreement, dated as of February 1, 2007, among
          Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital
          Inc., Lydian Private Bank and LaSalle Bank National Association, as
          trustee.(Filed as part of the Registrant's Current Report on Form
          8-K filed on April 17, 2007 (Commission File No.: 333-130684-28)
          and is incorporated by reference herein.)

  (10.14) Virtual Purchase Agreement, dated as of September 1, 2006, among
          Morgan Stanley Mortgage Capital Inc. and Lydian Private Bank.(Filed
          as part of the Registrant's Current Report on Form 8-K filed on
          April 17, 2007 (Commission File No.: 333-130684-28) and is
          incorporated by reference herein.)

  (10.15) Wachovia Assignment Agreement, dated as of February 1, 2007,
          between Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
          Capital Inc., Wachovia Mortgage Corporation, Wells Fargo Bank,
          National Association, as master servicer and as securities
          administrator, and LaSalle Bank National Association, as
          trustee.(Filed as part of the Registrant's Current Report on Form
          8-K filed on April 17, 2007 (Commission File No.: 333-130684-28)
          and is incorporated by reference herein.)

  (10.16) Wachovia Reg AB Addendum, dated as of April 17, 2006, between
          Morgan Stanley Mortgage Capital Inc. and Wachovia Mortgage
          Corporation.(Filed as part of the Registrant's Current Report on
          Form 8-K filed on April 17, 2007 (Commission File No.:
          333-130684-28) and is incorporated by reference herein.)

  (10.17) Wachovia June Sale and Servicing Agreement, dated as of June 1,
          2006, between Morgan Stanley Mortgage Capital Inc. and Wachovia
          Mortgage Corporation.(Filed as part of the Registrant's Current
          Report on Form 8-K filed on April 17, 2007 (Commission File No.:
          333-130684-28) and is incorporated by reference herein.)

  (10.18) Wachovia Servicing-Released Assignment Agreement, dated as of
          February 1, 2007, among Morgan Stanley Capital I Inc., Morgan
          Stanley Mortgage Capital Inc., Wachovia Mortgage Corporation and
          LaSalle Bank National Association, as trustee.(Filed as part of the
          Registrant's Current Report on Form 8-K filed on April 17, 2007
          (Commission File No.: 333-130684-28) and is incorporated by
          reference herein.)

  (10.19) Wachovia June Purchase Agreement, dated as of June 1, 2006, between
          Morgan Stanley Mortgage Capital Inc. and Wachovia Mortgage
          Corporation.(Filed as part of the Registrant's Current Report on
          Form 8-K filed on April 17, 2007 (Commission File No.:
          333-130684-28) and is incorporated by reference herein.)

  (10.20) Wilmington Assignment Agreement, dated as of February 1, 2007,
          among Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
          Capital Inc., Wilmington Finance, Inc. and LaSalle Bank National
          Association, as trustee.(Filed as part of the Registrant's Current
          Report on Form 8-K filed on April 17, 2007 (Commission File No.:
          333-130684-28) and is incorporated by reference herein.)

  (10.21) Wilmington Purchase Agreement, dated as of November 1, 2006, among
          Morgan Stanley Mortgage Capital Inc. and Wilmington Finance,
          Inc.(Filed as part of the Registrant's Current Report on Form 8-K
          filed on April 17, 2007 (Commission File No.: 333-130684-28) and
          is incorporated by reference herein.)

  (10.22) GMACM Assignment Agreement, dated as of February 1, 2007, among
          Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital
          Inc., GMAC Mortgage, LLC, Wells Fargo Bank, National Association,
          as master servicer and as securities administrator, and LaSalle
          Bank National Association, as trustee.(Filed as part of the
          Registrant's Current Report on Form 8-K filed on April 17, 2007
          (Commission File No.: 333-130684-28) and is incorporated by
          reference herein.)

  (10.23) GMACM Servicing Agreement, dated as of January 1, 2006, between
          Morgan Stanley Mortgage Capital Inc. and GMAC Mortgage
          Corporation.(Filed as part of the Registrant's Current Report on
          Form 8-K filed on April 17, 2007 (Commission File No.:
          333-130684-28) and is incorporated by reference herein.)

  (31) Rule 13a-14(d)/15d-14(d) Certification.

  (33) Reports on assessment of compliance with servicing criteria for
       asset-backed securities.


    <TABLE>
    
      <c>

    33.1 Central Mortgage Company as Servicer
    33.2 GMAC Bank as Sub-Contractor for GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation
    33.3 GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation as Servicer
    33.4 LandAmerica Tax and Flood Services, Inc. as Sub-Contractor for Central Mortgage Company
    33.5 LaSalle Bank National Association as Custodian
    33.6 Wells Fargo Bank, N.A. as Master Servicer and as Securities Administrator

    </TABLE>


  (34) Attestation reports on assessment of compliance with servicing
       criteria for asset-backed securities.


    <TABLE>
    
      <c>

    34.1 Central Mortgage Company as Servicer
    34.2 GMAC Bank as Sub-Contractor for GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation
    34.3 GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation as Servicer
    34.4 LandAmerica Tax and Flood Services, Inc. as Sub-Contractor for Central Mortgage Company
    34.5 LaSalle Bank National Association as Custodian
    34.6 Wells Fargo Bank, N.A. as Master Servicer and as Securities Administrator

    </TABLE>


   (35) Servicer compliance statement.


    <TABLE>
    
       <c>

    35.1 Central Mortgage Company as Servicer
    35.2 GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation as Servicer
    35.3 Wells Fargo Bank, N.A. as Master Servicer and as Securities Administrator

    </TABLE>


   (b) See (a) above.

   (c) Not applicable.



                          SIGNATURES


  Pursuant to the requirements of Section 13 or 15(d) 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 Mortgage Loan Trust 2007-5AX
   (Issuing Entity)

   Wells Fargo Bank, N.A.
   (Master Servicer)

   /s/ Diane Courtney
   Diane Courtney, Vice President
   (senior officer in charge of the servicing function of the master
   servicer)


    Date:   March 26, 2008



  Exhibit Index

  Exhibit No.


   (4.1) Pooling and Servicing Agreement, dated as of February 1, 2007, among
          Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,
          National Association, as master servicer and as securities
          administrator and LaSalle Bank National Association, as trustee and
          a custodian.(Filed as part of the Registrant's Current Report on
          Form 8-K filed on April 17, 2007 (Commission File No.:
          333-130684-28) and is incorporated by reference herein.)

   (10.1) MSMCI Mortgage Loan and Purchase Agreement, dated as of February 1,
          2007, among Morgan Stanley Mortgage Capital Inc., Morgan Stanley
          Capital I, Inc. and LaSalle Bank National Association, as
          trustee.(Filed as part of the Registrant's Current Report on Form
          8-K filed on April 17, 2007 (Commission File No.: 333-130684-28) and
          is incorporated by reference herein.)

   (10.2) American Home Assignment Agreement, dated as of February 1, 2007,
          among Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital
          Inc., American Home Mortgage Corp. and LaSalle Bank National
          Association, as trustee.(Filed as part of the Registrant's Current
          Report on Form 8-K filed on April 17, 2007 (Commission File No.:
          333-130684-28) and is incorporated by reference herein.)

   (10.3) American Home Purchase Agreement, dated as of June 1, 2006, among
          Morgan Stanley Mortgage Capital Inc. and American Home Mortgage
          Corp.(Filed as part of the Registrant's Current Report on Form 8-K
          filed on April 17, 2007 (Commission File No.: 333-130684-28) and is
          incorporated by reference herein.)

   (10.4) IndyMac Assignment Agreement, dated as of February 1, 2007, among
          Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital Inc.,
          Wells Fargo Bank, National Association, as master servicer and as
          securities administrator, IndyMac Bank, F.S.B. and LaSalle Bank
          National Association, as trustee.(Filed as part of the Registrant's
          Current Report on Form 8-K filed on April 17, 2007 (Commission File
          No.: 333-130684-28) and is incorporated by reference herein.)

   (10.5) IndyMac Purchase Agreement, dated as of September 1, 2006, among
          Morgan Stanley Mortgage Capital Inc. and IndyMac Bank, F.S.B.(Filed
          as part of the Registrant's Current Report on Form 8-K filed on
          April 17, 2007 (Commission File No.: 333-130684-28) and is
          incorporated by reference herein.)

   (10.6) IndyMac Servicing Agreement, dated as of September 1, 2006, among
          Morgan Stanley Mortgage Capital Inc. and IndyMac Bank, F.S.B.(Filed
          as part of the Registrant's Current Report on Form 8-K filed on
          April 17, 2007 (Commission File No.: 333-130684-28) and is
          incorporated by reference herein.)

   (10.7) NetBank Assignment Agreement, dated as of February 1, 2007, among
          Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital Inc.,
          NetBank and LaSalle Bank National Association, as trustee.(Filed as
          part of the Registrant's Current Report on Form 8-K filed on April
          17, 2007 (Commission File No.: 333-130684-28) and is incorporated
          by reference herein.)

   (10.8) NetBank Purchase Agreement, dated as of November 1, 2005, among
          Morgan Stanley Mortgage Capital Inc. and NetBank.(Filed as part of
          the Registrant's Current Report on Form 8-K filed on April 17, 2007
          (Commission File No.: 333-130684-28) and is incorporated by
          reference herein.)

   (10.9) New Century Assignment Agreement, dated as of February 1, 2007,
           among Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
           Capital Inc., New Century Mortgage Corp. and LaSalle Bank National
           Association, as trustee.(Filed as part of the Registrant's Current
           Report on Form 8-K filed on April 17, 2007 (Commission File No.:
           333-130684-28) and is incorporated by reference herein.)

   (10.10) New Century Purchase Agreement, dated as of November 1, 2005,
           among Morgan Stanley Mortgage Capital Inc. and New Century Mortgage
           Corp.(Filed as part of the Registrant's Current Report on Form 8-K
           filed on April 17, 2007 (Commission File No.: 333-130684-28) and
           is incorporated by reference herein.)

   (10.11) Quicken Assignment Agreement, dated as of February 1, 2007, among
           Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital
           Inc., Quicken Loans, Inc. and LaSalle Bank National Association, as
           trustee.(Filed as part of the Registrant's Current Report on Form
           8-K filed on April 17, 2007 (Commission File No.: 333-130684-28)
           and is incorporated by reference herein.)

   (10.12) Quicken Purchase Agreement, dated as of June 1, 2006, among Morgan
           Stanley Mortgage Capital Inc. and Quicken Loans, Inc.(Filed as part
           of the Registrant's Current Report on Form 8-K filed on April 17,
           2007 (Commission File No.: 333-130684-28) and is incorporated by
           reference herein.)

   (10.13) Virtual Assignment Agreement, dated as of February 1, 2007, among
           Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital
           Inc., Lydian Private Bank and LaSalle Bank National Association, as
           trustee.(Filed as part of the Registrant's Current Report on Form
           8-K filed on April 17, 2007 (Commission File No.: 333-130684-28)
           and is incorporated by reference herein.)

   (10.14) Virtual Purchase Agreement, dated as of September 1, 2006, among
           Morgan Stanley Mortgage Capital Inc. and Lydian Private Bank.(Filed
           as part of the Registrant's Current Report on Form 8-K filed on
           April 17, 2007 (Commission File No.: 333-130684-28) and is
           incorporated by reference herein.)

   (10.15) Wachovia Assignment Agreement, dated as of February 1, 2007,
           between Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
           Capital Inc., Wachovia Mortgage Corporation, Wells Fargo Bank,
           National Association, as master servicer and as securities
           administrator, and LaSalle Bank National Association, as
           trustee.(Filed as part of the Registrant's Current Report on Form
           8-K filed on April 17, 2007 (Commission File No.: 333-130684-28)
           and is incorporated by reference herein.)

   (10.16) Wachovia Reg AB Addendum, dated as of April 17, 2006, between
           Morgan Stanley Mortgage Capital Inc. and Wachovia Mortgage
           Corporation.(Filed as part of the Registrant's Current Report on
           Form 8-K filed on April 17, 2007 (Commission File No.:
           333-130684-28) and is incorporated by reference herein.)

   (10.17) Wachovia June Sale and Servicing Agreement, dated as of June 1,
           2006, between Morgan Stanley Mortgage Capital Inc. and Wachovia
           Mortgage Corporation.(Filed as part of the Registrant's Current
           Report on Form 8-K filed on April 17, 2007 (Commission File No.:
           333-130684-28) and is incorporated by reference herein.)

   (10.18) Wachovia Servicing-Released Assignment Agreement, dated as of
           February 1, 2007, among Morgan Stanley Capital I Inc., Morgan
           Stanley Mortgage Capital Inc., Wachovia Mortgage Corporation and
           LaSalle Bank National Association, as trustee.(Filed as part of the
           Registrant's Current Report on Form 8-K filed on April 17, 2007
           (Commission File No.: 333-130684-28) and is incorporated by
           reference herein.)

   (10.19) Wachovia June Purchase Agreement, dated as of June 1, 2006, between
           Morgan Stanley Mortgage Capital Inc. and Wachovia Mortgage
           Corporation.(Filed as part of the Registrant's Current Report on
           Form 8-K filed on April 17, 2007 (Commission File No.:
           333-130684-28) and is incorporated by reference herein.)

   (10.20) Wilmington Assignment Agreement, dated as of February 1, 2007,
           among Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
           Capital Inc., Wilmington Finance, Inc. and LaSalle Bank National
           Association, as trustee.(Filed as part of the Registrant's Current
           Report on Form 8-K filed on April 17, 2007 (Commission File No.:
           333-130684-28) and is incorporated by reference herein.)

   (10.21) Wilmington Purchase Agreement, dated as of November 1, 2006, among
           Morgan Stanley Mortgage Capital Inc. and Wilmington Finance,
           Inc.(Filed as part of the Registrant's Current Report on Form 8-K
           filed on April 17, 2007 (Commission File No.: 333-130684-28) and
           is incorporated by reference herein.)

   (10.22) GMACM Assignment Agreement, dated as of February 1, 2007, among
           Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital
           Inc., GMAC Mortgage, LLC, Wells Fargo Bank, National Association,
           as master servicer and as securities administrator, and LaSalle
           Bank National Association, as trustee.(Filed as part of the
           Registrant's Current Report on Form 8-K filed on April 17, 2007
           (Commission File No.: 333-130684-28) and is incorporated by
           reference herein.)

   (10.23) GMACM Servicing Agreement, dated as of January 1, 2006, between
           Morgan Stanley Mortgage Capital Inc. and GMAC Mortgage
           Corporation.(Filed as part of the Registrant's Current Report on
           Form 8-K filed on April 17, 2007 (Commission File No.:
           333-130684-28) and is incorporated by reference herein.)

   (31) Rule 13a-14(d)/15d-14(d) Certification.

   (33) Reports on assessment of compliance with servicing criteria for
        asset-backed securities.


    <TABLE>

    
      <c>
    33.1 Central Mortgage Company as Servicer
    33.2 GMAC Bank as Sub-Contractor for GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation
    33.3 GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation as Servicer
    33.4 LandAmerica Tax and Flood Services, Inc. as Sub-Contractor for Central Mortgage Company
    33.5 LaSalle Bank National Association as Custodian
    33.6 Wells Fargo Bank, N.A. as Master Servicer and as Securities Administrator

    </TABLE>

   (34) Attestation reports on assessment of compliance with servicing
        criteria for asset-backed securities.


    <TABLE>

    
      <c>
    34.1 Central Mortgage Company as Servicer
    34.2 GMAC Bank as Sub-Contractor for GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation
    34.3 GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation as Servicer
    34.4 LandAmerica Tax and Flood Services, Inc. as Sub-Contractor for Central Mortgage Company
    34.5 LaSalle Bank National Association as Custodian
    34.6 Wells Fargo Bank, N.A. as Master Servicer and as Securities Administrator

    </TABLE>

   (35) Servicer compliance statement.


    <TABLE>

    
       <c>
    35.1 Central Mortgage Company as Servicer
    35.2 GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation as Servicer
    35.3 Wells Fargo Bank, N.A. as Master Servicer and as Securities Administrator

    </TABLE>