[LATHAM & WATKINS LLP LOGO]              53rd at Third
                                         885 Third Avenue
                                         New York, New York 10022-4834
                                         Tel: (212) 906-1200 Fax: (212) 751-4864
                                         www.lw.com

NOVEMBER 9, 2006                         FIRM / AFFILIATE OFFICES
                                         Brussels      New York
                                         Chicago       Northern Virginia
                                         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.

November 9, 2006

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

     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 and 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").

     In rendering our opinion, we have examined and are familiar with originals
or copies, certified or otherwise identified to our satisfaction, of the
prospectus supplement dated November 1, 2006 (the "Prospectus Supplement") to
the prospectus dated March 14, 2006 (the "Prospectus") and such other documents
as we have deemed necessary or appropriate as a basis for the opinion set forth
below.

     In rendering our opinion, we have examined the Internal Revenue Code of
1986, as amended, as of the date hereof, the Treasury Regulations promulgated
thereunder, judicial decisions, legislative history and such other authorities
as we have deemed appropriate. The statutory provisions, regulations,
interpretations, and other authorities upon which our opinion is based are
subject to change, and such changes could apply retroactively.



NOVEMBER 9, 2006
PAGE 2


[LATHAM & WATKINS LLP LOGO]

     We express no opinion as to any laws other than the federal income tax and,
to a limited extent, certain federal estate tax laws of the United States of
America as of the date hereof.

     Based upon and subject to the foregoing, it is our opinion that the
statements in the Prospectus under the captions "Summary of Prospectus-Tax
Status of the Certificates" and "Federal Income Tax Consequences," and the
Prospectus Supplement under the captions "Summary of Prospectus
Supplement-Additional Aspects of the Certificates-Tax Status" and "Material
Federal Income Tax Consequences," insofar as they purport to summarize certain
provisions of specific statutes and regulations referred to therein are accurate
summaries in all material respects, based on existing law and the assumptions
and subject to the limitations stated therein.

     The foregoing opinion and the discussion contained in the Prospectus under
the captions "Summary of Prospectus-Tax Status of the Certificates" and "Federal
Income Tax Consequences," and the Prospectus Supplement under the captions
"Summary of Prospectus Supplement-Additional Aspects of the Certificates-Tax
Status" and "Material Federal Income Tax Consequences," represent our
conclusions as to the application of existing law. Our opinion is not binding on
the Internal Revenue Service or the courts and no assurance can be given that
the Internal Revenue Service will not assert contrary positions or that the law
(including the interpretation thereof) will not change. We express no opinion
either as to any matter not specifically covered by the foregoing opinion or as
to the effect on the matters covered by this opinion of the laws of any other
jurisdiction.

     Any change in applicable law, which may change at any time, or a change in
the facts or documents on which our opinion is based, or any inaccuracy in the
representations or warranties on which we have relied, may affect the validity
of the foregoing opinion. This firm undertakes no obligation to update this
opinion in the event that there is either a change in the legal authorities,
facts or documents on which this opinion is based, or an inaccuracy in any of
the representations or warranties upon which we have relied in rendering this
opinion.

     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 on Form S-3 (File No. 333-130684) (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. We
hereby consent to the filing of this letter as Exhibit 8.3 to the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules or regulations of the SEC promulgated
thereunder.

                                                               Very truly yours,


                                                        /s/ LATHAM & WATKINS LLP