Morgan Stanley ABS Capital I Inc. Trust 2006-HE6 – ‘8-K’ for 9/27/06 – EX-5

On:  Wednesday, 9/27/06, at 5:03pm ET   ·   For:  9/27/06   ·   Accession #:  914121-6-3045   ·   File #:  333-130694-11

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     14K 
 2: EX-5        Opinion Letter                                         3±    12K 

EX-5   —   Opinion Letter

                                                                       EXHIBIT 5

September 27, 2006

Morgan Stanley ABS Capital I Inc.                                               
1585 Broadway                                                                   
New York, New York 10036                                                        

Re:   Morgan Stanley ABS Capital I Inc. Trust 2006-HE6 Mortgage     
Pass-Through Certificates, Series 2006-HE6              
 ---------------------------------------------------------

Ladies and Gentlemen:                                                           

        We have acted as special counsel to Morgan Stanley ABS Capital I
Inc. (the "Company") in connection with the proposed sale by the Company and    
purchase by Morgan Stanley & Co. Incorporated, as representative of the         
Underwriters named herein (collectively "Underwriters"), of certain classes of  
the Morgan Stanley ABS Capital I Inc. Trust 2006-HE6 Mortgage Pass-Through      
Certificates, Series 2006-HE6 (such classes, the "Securities"), pursuant to the 
terms of the Underwriting Agreement, dated September 21, 2006 (the "Agreement"),
among the Company and the Underwriters. The Securities are being issued pursuant
to a Pooling and Servicing Agreement, dated as of September 1, 2006 (the        
"Pooling and Servicing Agreement"), among the Company, New Century Mortgage     
Corporation, Countrywide Home Loans Servicing LP, Wells Fargo Bank, National    
Association, NC Capital Corporation, Decision One Mortgage Company, LLC, WMC    
Mortgage Corp., LaSalle Bank National Association and Deutsche Bank National    
Trust Company. This letter is being delivered at the request of the Company     
pursuant to Section V.B. of the Agreement. Capitalized terms used herein but not
defined herein have the respective meanings given them in the Agreement.        

       In rendering the opinions set forth below, we have examined and
relied upon the originals, copies or specimens, certified or otherwise          
identified to our satisfaction, of the Pooling and Servicing Agreement and such 
certificates, corporate and public records, agreements and instruments and other
documents, including, among other things, the documents delivered on the date   
hereof, as we have deemed appropriate as a basis for the opinions expressed     
below. In such examination we have assumed the genuineness of all signatures,   
the authenticity of all documents, agreements and instruments submitted to us as
originals, the conformity to original documents, agreements and instruments of  
all documents, agreements and instruments submitted to us as copies or          
specimens, the authenticity of the originals of such documents, agreements and  
instruments submitted to us as copies or specimens, the conformity of the text  
of each document filed with the Securities and Exchange Commission (the         
"Commission") through the Commission's Electronic Data Gathering, Analysis and  
Retrieval System to the printed document reviewed by us, and the accuracy of the
matters set forth in the documents, agreements and instruments we reviewed. As  
to matters of fact relevant to the opinions expressed herein, we have relied    
upon, and assumed the accuracy of, the representations and warranties contained 
in the Agreement and the Pooling and Servicing Agreement and we have relied upon
certificates and oral or written statements and other information obtained from 
the Company, the other parties to the transaction referenced herein, and public 
officials. Except as expressly set forth herein, we have not undertaken any     
independent investigation (including, without limitation, conducting any review,
search or investigation of any public files, records or dockets) to determine   
the existence or absence of the facts that are material to our opinions, and no 
inference as to our knowledge concerning such facts should be drawn from our    
reliance on the representations of the Company and others in connection with the
preparation and delivery of this letter.                                        

           We have also assumed that all documents, agreements and instruments
have been duly authorized, executed and delivered by all parties thereto, that  
all such parties are validly existing and in good standing under the laws of    
their respective jurisdictions of organization, that all such parties had the   
power and legal right to execute and deliver all such documents, agreements and 
instruments, and that such documents, agreements and instruments are legal,     
valid and binding obligations of such parties, enforceable against such parties 
in accordance with their respective terms. As used herein, "to our knowledge",  
"known to us" or words of similar import mean the actual knowledge, without     
independent investigation, of any lawyer in our firm actively involved in the   
transactions contemplated by the Agreement.                                     

           We express no opinion concerning the laws of any jurisdiction other
than the laws of the State of New York and, to the extent expressly referred to 
in this letter, the federal laws of the United States of America.               

            Based upon and subject to the foregoing, we are of the opinion that:

            1. The Securities have been duly authorized by the Company and, when
      the Securities have been duly executed, authenticated and delivered in the
      manner contemplated in the Pooling and Servicing Agreement and paid for by
  and sold to the Underwriters pursuant to the Agreement, the Securities
     will be validly issued and outstanding, fully paid and non-assessable and
     entitled to the benefits provided by the Pooling and Servicing Agreement.

        2. The descriptions of federal income tax consequences appearing
under the heading "Material Federal Income Tax Consequences" in the 
Prospectus, dated September 21, 2006 (the "Prospectus") and "Federal
    Income Tax Considerations" in the Prospectus Supplement, dated September
   21, 2006 (the "Prospectus Supplement") accurately describe the material
federal income tax consequences to holders of the Securities, under 
 existing law and subject to the qualifications and assumptions stated
      therein. We also hereby confirm and adopt the opinions expressly set forth
     under such headings, under existing law and subject to the qualifications
and assumptions stated therein.                                     

           We hereby consent to the filing of this letter as an exhibit to the
Company's Registration Statement on Form S-3 (File No. 333-130694) (the         
"Registration Statement"), as it relates to the Securities, and to the reference
to this firm under the headings "Legal Matters" and "Material Federal Income Tax
Consequences" in the Prospectus and under the heading "Federal Income Tax       
Considerations" in the Prospectus Supplement. This consent is not to be         
construed as an admission that we are a person whose consent is required to be  
filed with the Registration Statement under the provisions of the Securities Act
of 1933, as amended.                                                            

         In addition, we disclaim any obligation to update this letter for
changes in fact or law, or otherwise.                                           

               Very truly yours,

                                           /s/ Cadwalader, Wickersham & Taft LLP

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
Filed on / For Period End:		9/27/06		8-K
		9/21/06		FWP
		9/1/06
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