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                                          June 28, 2005

Morgan Stanley Dividend Growth Securities, Inc.
1221 Avenue of the Americas, 22nd Floor
New York, New York  10020

     Re:  Morgan Stanley Dividend Growth Securities, Inc., a Maryland
          corporation (the "Fund") - Registration Statement on Form N-1A (1933
          Act File No. 002-70423 and 1940 Act File No. 811-3128), as amended,
          pertaining to the classes of stock of the Fund, par value $.01 per
          share, listed on Schedule 1 attached hereto (the "Shares")
          ----------------------------------------------------------------------

Ladies and Gentlemen:

     We have acted as Maryland corporate counsel to the Fund in connection with
the registration of the Shares under the Securities Act of 1933, as amended (the
"Securities Act"), and the Investment Company Act of 1940, as amended (the
"Investment Company Act"), by the Fund on Form N-1A, originally filed with the
Securities and Exchange Commission (the "Commission") on or about December 30,
1980, as amended by Post-Effective Amendment No. 30 under the Securities Act and
Amendment No. 31 under the Investment Company Act to be filed with the
Commission on or about the date hereof. You have requested our opinion with
respect to the matters set forth below.

     In our capacity as Maryland corporate counsel to the Fund and for the
purposes of this opinion, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of the following documents
(collectively, the "Documents"):

     (i)  the corporate charter of the Fund, represented by Articles of
          Incorporation filed with the State Department of Assessments and
          Taxation of Maryland (the "Department") on December 22, 1980, and the
          articles supplementary, articles of amendment and other charter
          documents filed with, and accepted for record by, the Department
          subsequent to December 22, 1980 through the date hereof (collectively,
          the "Charter");

     (ii) the Bylaws of the Fund, as amended and restated as of April 24, 2003
          (the "Bylaws");

    (iii) a certificate of Amy R. Doberman, the Vice President of the Fund, and
          Mary E. Mullin, the Secretary of the Fund, of even date herewith (the




Morgan Stanley Dividend Growth Securities, Inc.
June 28, 2005
Page 2


          "Officers' Certificate"), to the effect that, among other things, the
          Charter and Bylaws are true, correct and complete, and that the
          Charter, and the Bylaws have not been rescinded or modified and are in
          full force and effect as of the date of the Officers' Certificate, and
          certifying, among other things, as to the number of issued and
          outstanding Shares of each class of stock of the Fund as of a recent
          date preceding the date of the Officers' Certificate (the "Issued
          Shares"), the authorization for issuance and issuance thereof and the
          receipt by the Fund of the consideration therefore, and as to the
          authorization for issuance of the authorized but unissued Shares of
          each class of stock of the Fund (the "Unissued Shares");

     (iv) the Registration Statement on Form N-1A, filed with the Commission on
          or about December 30, 1980, as amended by Post-Effective Amendment No.
          30 under the Securities Act and Amendment No. 31 under the Investment
          Company Act, in substantially the form filed with the Commission (the
          "Registration Statement");

     (v)  a status certificate of the Department, dated June 21, 2005, to the
          effect that the Fund is duly incorporated and existing under the laws
          of the State of Maryland; and

     (vi) such other laws, records, documents, certificates, opinions and
          instruments as we have deemed necessary to render this opinion,
          subject to the limitations, assumptions and qualifications noted
          below.

     In reaching the opinion set forth below, we have assumed the following:

     (a)  each person executing any of the Documents on behalf of a party (other
          than the Fund) is duly authorized to do so;

     (b)  each natural person executing any of the Documents is legally
          competent to do so;

     (c)  the Officers' Certificate and all other certificates submitted to us
          are true and correct when made and as of the date hereof and without
          regard to any knowledge qualifiers contained therein;

     (d)  any of the Documents submitted to us as originals are authentic; the
          form and content of any Documents submitted to us as unexecuted drafts
          do not differ in any respect relevant to this opinion from the form
          and content of such documents as executed and delivered; any of the
          Documents submitted to us as certified or photostatic copies conform
          to the original





Morgan Stanley Dividend Growth Securities, Inc.
June 28, 2005
Page 3

          documents; all signatures on all of the Documents are genuine; all
          public records reviewed or relied upon by us or on our behalf are true
          and complete; all representations, certifications, statements and
          information contained in the Documents are true and complete; there
          has been no modification of, or amendment to, any of the Documents,
          and there has been no waiver of any provision of any of the Documents
          by action or omission of the parties or otherwise; and

     (e)  upon each issuance of any authorized but Unissued Shares of any class,
          the total number of Shares of such class, issued and outstanding,
          after giving effect to such issuance of such authorized but Unissued
          Shares of such class, will not exceed the total number of Shares of
          such class that the Fund is authorized to issue under its Charter.

     Based on the foregoing, and subject to the assumptions and qualifications
set forth herein, it is our opinion that, as of the date of this letter:

     (1)  The Fund is duly incorporated and validly existing as a corporation in
          good standing under the laws of the State of Maryland.

     (2)  The issuance of the Unissued Shares has been duly authorized by all
          necessary corporate action on the part of the Fund and when such
          Unissued Shares are issued and delivered by the Fund as contemplated
          by the Registration Statement against payment of the consideration
          therein described, such Unissued Shares will be validly issued, fully
          paid and non-assessable.

     (3)  The Issued Shares have been duly authorized for issuance by all
          necessary corporate action on the part of the Fund and the Issued
          Shares have been issued and delivered in exchange for the
          consideration therefor and are validly issued, fully paid and
          nonassessable.

     The foregoing opinion is limited to the laws of the State of Maryland, and
we do not express any opinion herein concerning any other law. We express no
opinion as to the applicability or effect of the Investment Company Act, the
Securities Act or any other federal or state securities laws, including the
securities laws of the State of Maryland, or as to federal or state laws
regarding fraudulent transfers. To the extent that any matter as to which our
opinion is expressed herein would be governed by any jurisdiction other than the
State of Maryland, we do not express any opinion on such matter.

     This opinion letter is issued as of the date hereof and is necessarily
limited to laws now in effect and facts and circumstances presently existing and
brought to our attention. We assume no obligation to supplement this opinion
letter if any applicable laws change after the




Morgan Stanley Dividend Growth Securities, Inc.
June 28, 2005
Page 4

date hereof, or if we become aware of any facts or circumstances that now exist
or that occur or arise in the future and may change the opinions expressed
herein after the date hereof.

     We consent to your filing this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Securities
Act.

                                           Very truly yours,

                                   /s/ Ballard Spahr Andrews & Ingersoll, LLP







                                   SCHEDULE 1

                         SCHEDULE OF CLASSES OF STOCK OF
                 MORGAN STANLEY DIVIDEND GROWTH SECURITIES, INC.


                                     NUMBER OF SHARES OF COMMON
           NAME OF CLASS             STOCK CLASSIFIED AND ALLOCATED

           A                                500,000,000
           B                                500,000,000
           C                                500,000,000
           D                                500,000,000