EX-99.(I)(2) 19 file002.htm CONSENT OF CLIFFORD CHANCE US LLP





                        CONSENT OF CLIFFORD CHANCE US LLP

We hereby consent to the reference to our firm under the caption "Fund Counsel"
in the Statement of Additional Information comprising a part of Post-Effective
Amendment No. 32 to the Form N-1A Registration Statement of Morgan Stanley
Tax-Free Daily Income Trust, File No. 2-67087. We do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.


/s/ Clifford Chance US LLP
New York, New York
April 27, 2006