


                       [Letterhead of Brown & Wood LLP]


                                                                     Exhibit 5

                                                           June 2, 1997


Morgan Stanley, Dean Witter, Discover & Co.
1585 Broadway
New York, New York  10036

Ladies and Gentlemen:

      We have acted as counsel to Morgan Stanley, Dean Witter, Discover & Co.,
a Delaware corporation (the "Company"), in connection with a registration
statement on Form S-3 (the "Registration Statement") under the Securities  Act
of 1933, as amended (the "Securities Act"), with respect to $200,000,000
aggregate initial offering price of (i) warrants entitling the holders thereof
to receive from the Company, upon exercise, an amount in cash determined by
reference to the right to purchase and/or the right to sell a specified amount
or specified amounts of one or more currencies or currency units or any
combination thereof for a specified amount or specified amounts of one or more
different currencies or currency units or combination thereof ("Currency
Warrants"), (ii) warrants entitling the holders thereof to receive from the
Company, upon exercise, an amount in cash determined by reference to decreases
and/or increases in the level of a specified index or in the levels (or
relative levels) of two or more indices or combinations of indices, which
index or indices may be based on one or more stocks, bonds or other
securities, one or more interest rates, one or more currencies or currency
units, or any combination of the foregoing ("Index Warrants"), and (iii)
warrants entitling the holders thereof to receive from the Company, upon
exercise, an amount in cash determined by reference to decreases and/or
increases in the yield or closing price of one or more specified debt
instruments issued either by the United States government or by a foreign
government, in the interest rate, interest rate swap rate or other rate
established from time to time by one or more specified financial institutions
or in any specified combination of the foregoing ("Interest Rate Warrants").
The Index Warrants, Currency Warrants and Interest Rate Warrants will be
issued under Index Warrant Agreements, Currency Warrant Agreements and
Interest Rate Warrant Agreements, respectively, each to be entered into among
the Company, Morgan Stanley & Co. Incorporated, as determination agent, and a
warrant agent.  Such Index Warrants, Currency Warrants and Interest Rate
Warrants are hereinafter collectively referred to as the "Warrants" and such
Index Warrant Agreements, Currency Warrant Agreements and Interest Rate
Warrant Agreements are collectively hereinafter referred to as the "Warrant
Agreements".  The forms of the Warrants and the Warrant Agreements are filed
as exhibits to the Registration Statement.

      In rendering this opinion, we have examined the originals or copies,
certified to our satisfaction, of such corporate records and other documents
and certificates as we deemed necessary.  In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of all such
latter documents.  In addition, in rendering this opinion, we have assumed the
authorization, execution and delivery of the Warrant Agreements by all parties
other than the Company.  As to any facts material to this opinion, we have,
when relevant facts were not independently established by us, relied upon the
aforesaid records, certificates and documents.

      Based upon the foregoing, we are of the opinion that the Warrants and
the Warrant Agreements have been duly authorized and that, when the Warrant
Agreements corresponding to Warrants being issued thereunder have been duly
executed and delivered and the Warrants have been duly executed and issued, in
each case in accordance with the provisions of the applicable Warrant
Agreement, and duly paid for by the purchasers thereof, all required corporate
action will have been taken with respect to the issuance and sale of the
Warrants, and the Warrants will have been validly issued and will constitute
valid and binding obligations of the Company.

      We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5 to the Registration Statement.  We also
consent to the reference to our firm under the heading "Legal Matters" in the
Registration Statement.  In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act.


                                                   Very truly yours,

                                                   /s/ Brown & Wood LLP

