

                                  28 May 1997


Morgan Stanley Finance plc
25 Cabot Square
Canary Wharf
London E14 4QA

Dear Sirs:

      We have acted as English solicitors to Morgan Stanley Finance plc ("MSF
plc") in connection with the registration under the U.S. Securities Act of
1933, as amended (the "Securities Act") pursuant to the registration statement
on Form S-3 (as may be amended or supplemented from time to time, the
"Registration Statement") filed on 28 May 1997 under the Securities Act with
the Securities and Exchange Commission, of Debt Securities of MSF plc (the
"Debt Securities").  The Debt Securities were issued under a Subordinated
Indenture dated as of 15 November 1993 among MSF plc, the Morgan Stanley
Group Inc. (a predecessor of Morgan Stanley, Dean Witter, Discover & Co.)
(the "Company") as guarantor and The Chase Manhattan Bank (formerly known
as Chemical Bank) as trustee (the "Original Subordinated Debt Indenture")
to be supplemented by a First Supplemental Subordinated Debt Indenture
dated as of June 1, 1997 among MSF plc, the Company, as guarantor and The
Chase Manhattan Bank, as trustee (the "First Supplemental Subordinated Debt
Indenture" and together with the Original Subordinated Debt Indenture, the
"Subordinated Debt Indenture").

      This opinion is limited to English law as applied by the English courts
and is given on the basis that it will be governed by and construed in
accordance with English law.  We have made no investigation of the laws of any
jurisdiction other than England and neither express nor imply any opinion as
to any other laws and in particular the laws of the State of New York and the
United States of America.

      For the purposes of this opinion, we have examined the documents listed
in a schedule to this letter (the "Schedule") and we have assumed that each of
the Original Subordinated Debt Indenture and the First Supplemental
Subordinated Debt Indenture were executed in the form of the documents we have
examined and neither of such indentures has been amended since the date of
execution.

      For the purposes of this opinion, words and phrases used but not defined
herein shall have the same meaning as those contained in the Registration
Statement.

      Subject as mentioned herein, we are of the opinion that:

      (a) MSF plc is a company duly incorporated and validly existing under the
laws of England; and

      (b) assuming the Debt Securities have been duly authorized by MSF plc
and such Debt Securities have been duly issued in accordance with the
Subordinated Indenture and duly delivered to and paid for by the purchasers
thereof, insofar as English law is concerned, the Debt Securities constitute
valid and binding obligations of MSF plc.

      As regards the opinion expressed in paragraph 5(a), we have relied upon a
search made on May 28, 1997 at the Companies Registry which revealed no order
or resolution for the winding-up or order for the administration of MSF plc.
However, it should be noted that such a search is not capable of revealing
whether or not a petition for a winding-up order or for an administration
order has been presented in a county court or district registry or in the High
Court of Justice.  Notice of a winding-up order or administration order made
or a resolution passed or a receiver of an administrator appointed may not be
filed at the Companies Registry immediately.

      This opinion is addressed to you on the understanding that it may not be
transmitted to any person for any purpose, or quoted or referred to in any
public documen or filed with any government agency or other person without our
prior written consent.  We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name under the
heading "Legal Matters" in the Registration Statement.


                                      Yours faithfully,

                                      /s/ Linklaters & Paines

                                      Linklaters & Paines


                                 SCHEDULE




      1. Memorandum and Articles of Association of MSF plc.

      2. Extracts from the Minutes of a Meeting of the Directors of
         MSF plc held on 6 April 1995 and 28 May 1997.

      3. A copy of the Registration Statement.

      4. An execution copy of the Subordinated Debt Indenture dated
         as of November 15, 1993.

      5. Form of First Supplemental Subordinated Debt Indenture dated
         as of  June 1, 1997.

