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November 9, 2006                        FIRM / AFFILIATE OFFICES

Morgan Stanley Capital I Inc.           Brussels      New York
1585 Broadway                           Chicago       Northern Virginia
New York, NY 10036                      Frankfurt     Orange County
                                        Hamburg       Paris
                                        Hong Kong     San Diego
                                        London        San Francisco
                                        Los Angeles   Shanghai
                                        Milan         Silicon Valley
                                        Moscow        Singapore
                                        Munich        Tokyo
                                        New Jersey    Washington, D.C.

                                        File No. 041028-0014

     Re:  Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
          Certificates, Series 2006-HQ10

Ladies and Gentlemen:

     We have acted as special counsel to Morgan Stanley Capital I Inc., a
Delaware corporation, as depositor (the "Depositor"), in connection with the
sale of $1,382,912,000 (approximate) aggregate principal balance of Commercial
Mortgage Pass-Through Certificates, Series 2006-HQ10, Class A-1, Class A-2,
Class A-3, Class A-4, Class A-4FL, Class A-MFL, Class A-J, Class B, Class C and
Class D Certificates (the "Publicly Offered Certificates"), pursuant to a
Pooling and Servicing Agreement, dated as of November 1, 2006 (the "Pooling and
Servicing Agreement"), between the Depositor, Wells Fargo Bank, National
Association, as master servicer (the "Master Servicer"), LNR Partners, Inc., as
special servicer (the "Special Servicer"), LaSalle Bank National Association, as
trustee and custodian (the "Trustee") and Wells Fargo Bank, National
Association, as paying agent, certificate registrar and authenticating agent
(the "Paying Agent"). We also have acted as counsel to Morgan Stanley & Co.
Incorporated, Greenwich Capital Markets, Inc. and Merrill Lynch, Pierce, Fenner
& Smith Incorporated, as underwriters (the "Underwriters"), in connection with
the sale to the Underwriters of the Publicly Offered Certificates, pursuant to
an Underwriting Agreement, dated November 1, 2006 (the "Underwriting
Agreement").

     Capitalized terms used herein and not otherwise defined herein shall have
the meanings given them in the Pooling and Servicing Agreement.

     As special counsel, we have examined such matters of fact and questions of
law as we have considered appropriate for purposes of this letter, except where
a statement is qualified as to knowledge, in which case we have made no or
limited inquiry as specified below. We have examined, among other things, the
following:

     1.   The Underwriting Agreement; and

     2.   The Pooling and Servicing Agreement.



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     Items 1 to 2 above are referred to in this letter as the "Relevant
Documents".

     In our examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons executing documents, the authenticity of
all documents submitted to us as originals, the conformity to authentic original
documents of all documents submitted to us as copies, and the conformity of the
text of each document filed with the Commission through the Commission's
Electronic Data Gathering, Analysis and Retrieval System to the printed
documents reviewed by us. With your consent, we have relied upon the foregoing
and upon certificates of officers of the Depositor with respect to certain
factual matters. We have not independently verified such factual matters. In
addition, we have obtained and relied upon such certificates and assurances from
public officials as we have deemed necessary. Whenever a statement herein is
qualified by "to our knowledge" or a similar phrase, it is intended to indicate
that those attorneys at the firm who have rendered legal services in connection
with the transactions contemplated by the Relevant Documents, do not have
current actual knowledge of the inaccuracy of any such statement. However,
except as otherwise expressly indicated, we have not undertaken any independent
investigation to determine the accuracy of any such statement.

     We are opining herein as to the effect on the subject transaction only of
the federal laws of the United States, the internal laws of the State of New
York and the General Corporation Law of the State of Delaware (the "DGCL"), and
we express no opinion with respect to the applicability to the opinions
expressed herein, or the effect thereon, of the laws of any other jurisdiction
or, in the case of Delaware, any other laws, or as to any matters of municipal
law or the laws of any local agencies within any state.

     Our opinions herein are based upon our consideration of only those
statutes, rules and regulations that, in our experience, are normally applicable
to transactions of this type, provided that no opinion is expressed as to
securities laws, antitrust or trade regulation laws, insolvency or fraudulent
transfer laws, antifraud laws, margin regulations, or other laws excluded by
customary practice. We express no opinion as to any state or federal laws or
regulations applicable to the subject transactions because of the legal or
regulatory status of any party to the Relevant Documents. We express no opinion
concerning the conformity of any of the Mortgage Notes, the Mortgages or other
documents in the Mortgage Files (such documents, collectively, the "Mortgage
Documents") to the requirements of the Mortgage Loan Purchase Agreement between
the Depositor and MSMC or the Pooling and Servicing Agreement.

     Based upon and subject to the foregoing, we are of the opinion that the
Publicly Offered Certificates, when duly executed and authenticated in
accordance with the terms of the Pooling and Servicing Agreement, and when
delivered to and paid for by the Underwriters pursuant to the Underwriting
Agreement, will be validly issued, fully paid and nonassessable, and entitled to
the benefits provided by the Pooling and Servicing Agreement.

     The foregoing opinion is subject to the following exceptions, limitations
and qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws relating to or affecting
the rights and remedies of creditors, (ii) the effect of general principles of
equity, whether enforcement is considered in a proceeding in


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equity or law, and the discretion of the court before which any proceeding
therefor may be brought, (iii) the unenforceability under certain circumstances
under law or court decisions of provisions providing for the indemnification of
or contribution to a party with respect to a liability where such
indemnification or contribution is contrary to public policy, and (iv) possible
limitations arising from applicable laws other than those referred to in the
preceding clause (i) upon the remedial provisions contained in any Agreement,
but such limitations do not in our opinion of themselves make the remedies
afforded inadequate for the practical realization of the benefits purported to
be provided thereby.

     We hereby consent to the filing of this letter as an exhibit to the
Depositor's Registration Statement on Form S-3 (File No. 333-130684) (the
"Registration Statement") and to the references to this firm under the caption
"Legal Matters" in the Prospectus and the Prospectus Supplement, without
admitting that we are "experts" within the meaning of the Act or the Rules and
Regulations of the Commission issued thereunder with respect to any part of the
Registration Statement, including this exhibit. This letter is furnished only to
you, and is for your use in connection with the registration of the Publicly
Offered Certificates pursuant to the Registration Statement upon the
understanding that we are not hereby assuming professional responsibility to any
other person whatsoever. This letter may not be used, relied upon, circulated,
furnished, quoted or otherwise referred to by any other person, firm or other
entity for any purpose without our prior written consent in each instance, which
may be granted or withheld in our sole discretion, except that this opinion
letter may be relied upon by the investors who purchase the Publicly Offered
Certificates pursuant to the Registration Statement.

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

                                        Very truly yours,


                                        /s/ LATHAM & WATKINS LLP


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