SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 21, 1997
MORGAN STANLEY GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
1-9085
(Commission File
Number)
13-2838811
(I.R.S. Employer
Identification Number)
1585 Broadway, New York, New York 10036
(Address of principal executive offices including zip code)
(212) 761-4000
(Registrant's telephone number
including area code)
<PAGE>
Item 5. Other Events
Attached and incorporated herein by reference as Exhibits 8-a
and 23-a, respectively, are the opinion and consent of Shearman & Sterling
delivered in connection with the issuance from time to time by Morgan Stanley
Group Inc. of Global Medium-Term Notes, Series D and Series E and Global Units,
Series D and Series E.
Item 7(c). Exhibits
Exhibit No. Description
8-a. Opinion of Shearman & Sterling.
23-a. Consent of Shearman & Sterling (included in Exhibit 8-a).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MORGAN STANLEY GROUP INC.
(Registrant)
Date: April 10, 1997 By: /s/ Patricia A. Kurtz
----------------------------------
Patricia A. Kurtz
Assistant Secretary
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
8-a. Opinion of Shearman & Sterling.
23-a. Consent of Shearman & Sterling (included in Exhibit 8-a).
<PAGE>
[Letterhead of Shearman & Sterling]
February 21, 1997
Morgan Stanley Group Inc.
1585 Broadway
New York, NY 10036
Morgan Stanley Group Inc.
Global Medium-Term Notes, Series D and Series E
Global Units, Series D and Series E
Ladies and Gentlemen:
We have acted as special tax counsel to Morgan Stanley Group
Inc. (the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Prospectus Supplement dated February 21, 1997 relating to a Prospectus
dated January 24, 1997 contained in the Company's Registration Statement on Form
S-3 (Registration Statement No. 333-18005) (the "Registration Statement").
We are of the opinion that the statements set forth under the
caption "United States Federal Taxation" in the Prospectus Supplement dated
February 21, 1997 relating to the Prospectus dated January 24, 1997 and under
the caption "Limitations on Issuance of Bearer Debt Securities and Bearer Debt
Warrants" in the Prospectus dated January 24, 1997, contained in the
Registration Statement, insofar as such statements relate to statements of law
or legal conclusions under the laws of the United States or matters of United
States law, fairly present the information called for and fairly summarize the
matters referred to therein.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ SHEARMAN & STERLING
PHB/DRM
