November 24, 2004

To the Addressees Listed
on Schedule I Attached Hereto

          Re: IXIS Real Estate Capital Trust 2004-HE4,
              Mortgage Pass-Through Certificates, Series 2004-HE4

Ladies and Gentlemen:

     We have acted as tax counsel to Morgan Stanley ABS Capital I Inc., as
depositor (the "Depositor") in connection with the issuance by the IXIS Real
Estate Capital Trust 2004-HE4 (the "Trust") of its Mortgage Pass-Through
Certificates, Series 2004-HE4 (the "Certificates"), pursuant to a Pooling and
Servicing Agreement, dated as of November 1, 2004 (the "Pooling and Servicing
Agreement"), among the Depositor, Countrywide Home Loans Servicing LP, as
servicer, IXIS Real Estate Capital Inc., as unaffiliated seller, and Deutsche
Bank National Trust Company, as custodian and trustee. Terms capitalized herein
and not otherwise defined herein shall have their respective meanings as set
forth in the Pooling and Servicing Agreement.

     As tax counsel, we have examined such documents and records as we deemed
appropriate for purposes of rendering the opinions set forth below, including
the following: (a) a Prospectus dated November 12, 2004 (the "Base Prospectus"),
as supplemented by the Prospectus Supplement, dated November 18, 2004 (the
"Prospectus Supplement") and the Confidential Private Placement Memorandum,
dated November 24, 2004 (the "Private Placement Memorandum"), and (b) an
executed copy of the Pooling and Servicing Agreement.

     Based upon the foregoing and upon the assumptions set forth below, we are
of the opinion, under the laws of the United States in effect as of the date
hereof, that:

     1. Assuming that each REMIC created under the Pooling and Servicing
Agreement elects, as it has covenanted to do in the Pooling and Servicing
Agreement, to be treated as a "real estate mortgage investment conduit"
("REMIC"), as such term is defined in the Internal Revenue Code of 1986, as
amended (the "Code"), and the parties to the Pooling and Servicing Agreement
comply with the terms thereof, each REMIC will be treated as a REMIC.

     2. Each of the Lower Tier Regular Interests will be treated as one or more
"regular interests" in the Lower Tier REMIC, and the Class LT-R Interest will be
the sole "residual interest" in the Lower Tier REMIC.



To the Addressees Listed on
Schedule I Attached Hereto
November 24, 2004
Page 2

     3. Each of the Middle Tier Regular Interests will be treated as one or more
"regular interests" in the Middle Tier REMIC, and the Class MT-R Interest will
be the sole "residual" interest" in the Middle Tier REMIC.

     4. Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates
represents an interest in two separate investments: (i) the corresponding class
of regular interests in the Upper Tier REMIC, the Class A-1, Class A-2, Class
A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3
and Class B-4, respectively, and (ii) an interest in a notional principal
contract, the right to receive Basis Risk Carry Forward Amounts. The Class X
represents two regular interests in the Upper Tier REMIC. The Class UT-R
Interest will be the sole "residual interest" in the Upper Tier REMIC.

     5. The Class P Certificates represent an undivided beneficial ownership
interest in a grantor trust under Subpart E of Part I of Subchapter J of the
Code, the assets of which are the Prepayment Charges.

     6. The statements under the caption "Material Federal Income Tax
Considerations" in the Prospectus Supplement, "Federal Income Tax Consequences"
in the Private Placement Memorandum" and "Material Federal Income Tax
Consequences" in the Prospectus, as they relate to federal income tax matters
and to the extent that they constitute matters of law or legal conclusions with
respect thereto, are correct in all material respects.

     7. As a consequence of the qualification of each of the REMICs as a REMIC,
the Upper Tier Regular Interests, the Middle Tier Regular Interests, and the
Lower Tier Regular Interests will be treated as "regular ... interest(s) in a
REMIC" under Section 7701(a)(19)(C) of the Code and "real estate assets" under
Section 856(c)(5)(B) of the Code generally in the same proportion that the
assets in the Trust consist of qualifying assets under such Sections. In
addition, as a consequence of the qualification of each of the REMICs as a
REMIC, interest on the Upper Tier Regular Interests, the Middle Tier Regular
Interests, and the Lower Tier Regular Interests will be treated as "interest on
obligations secured by mortgages on real property" under Section 856(c)(3)(B) of
the Code to the extent that such Upper Tier Regular Interests, the Middle Tier
Regular Interests and Lower Tier Regular Interests are treated as "real estate
assets" under Section 856(c)(5)(B) of the Code.

     8. The rights to receive Basis Risk Carry Forward Amounts will not
constitute (i) a "real estate asset" within the meaning of Section 856(c)(5)(B)
of the Code if held by a real estate investment trust; (ii) a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code or a "permitted
investment" within the meaning of Section 860G(a)(5) of the Code if held by a
REMIC; or (iii) assets described in Section 7701(a)(19)(C)(xi) of the Code if
held by a thrift.

     9. Assuming that the Trust acquires the Subsequent Mortgage Loans in the
manner contemplated by the Pooling and Servicing Agreement, such acquisition
will not result in a



To the Addressees Listed on
Schedule I Attached Hereto
November 24, 2004
Page 3

"prohibited transaction" (as defined in the REMIC Provisions) for any REMIC held
by the Trust, and will not cause any REMIC held by the Trust to cease to qualify
as a REMIC.

     The opinions set forth herein are based upon the existing provisions of the
Code and Treasury regulations issued or proposed thereunder, published Revenue
Rulings and releases of the Internal Revenue Service and existing case law, any
of which could be changed at any time. Any such changes may be retroactive in
application and could modify the legal conclusions upon which such opinions are
based. The opinions expressed herein are limited as described above, and we do
not express an opinion on any other tax aspect of the transactions contemplated
by the documents relating to the transaction.

     In rendering the foregoing opinions, we express no opinion as to the laws
of any jurisdiction other than the federal income tax laws of the United States.
This opinion is rendered as of the date hereof, and we undertake no obligation
to update this letter or the opinions contained herein after the date hereof.
This opinion is rendered only to those to whom it is addressed and may not be
relied on in connection with any transactions other than the transactions
contemplated herein. This opinion may not be used, circulated, quoted or
otherwise referred to for any other purpose without our prior written consent.

                                        Very truly yours,



                                   SCHEDULE I

IXIS Real Estate Capital Inc.         Deutsche Bank National Trust Company
9 West 57th Street, 36th Floor        1761 East St. Andrew Place
New York, New York 10019              Santa Ana, CA 92705-4934

Morgan Stanley & Co. Incorporated     Moody's Investors Service, Inc.
1585 Broadway                         99 Church Street
New York, New York 10036              New York, New York 10007

Countrywide Home Loans Servicing LP   Standard & Poor's Ratings Services
450 Park Granada                      55 Water Street
Calabasas, California 91302           New York, New York 10041

Fitch, Inc.                           Countrywide Securities Corporation
One State Street Plaza                4500 Park Granada
New York, New York 10004              Calabass, California 91302

Morgan Stanley ABS Capital I Inc.     IXIS Securities, Inc.
1585 Broadway                         9 West 57th Street, 36th Floor
New York, New York 10036              New York, New York 10019

                                      Banc of America Securities LLC
                                      100 North Tryon Street
                                      NC1-007-11-07
                                      Charlotte, North Carolina 28255