Exhibit 5







                                           May 2, 1994





Board of Directors
Union Carbide Corporation
39 Old Ridgebury Road
Danbury, CT 06817-0001

         Re:  Post-Effective Amendment No. 3 to 
              Registration Statement No. 33-22125
              on Form S-8 for the 1988 Union Carbide 
              Long-Term Incentive Plan and the 1984
              Union Carbide Stock Option Plan          

Dear Sirs:

         Please refer to Post-Effective Amendment No. 3 to 
Registration Statement No. 33-22125 on Form S-8 (the 
"Registration Statement") under the Securities Act of 1933, as 
amended, to be filed with the Securities and Exchange Commission 
by Union Carbide Corporation (the "Corporation") relating to 
shares of common stock, $1.00 par value per share (the "Common 
Stock"), of the Corporation offered for sale pursuant to the 1988 
Union Carbide Long-Term Incentive Plan and the 1984 Union Carbide 
Stock Option Plan (the "Plans").

         We have examined and are familiar with originals or 
copies, certified or otherwise identified to our satisfaction, of 
such documents, corporate records, certificates of public 
officials and officers of the Corporation and such other 
instruments as we have deemed necessary or appropriate as a basis 
for the opinions expressed below.

         Based upon the foregoing, we are of the opinion that:

         1.     The Corporation has been duly organized and is 
validly existing under the laws of the State of New York.


         2.     The Plans have been duly adopted by the Board of 
Directors of the Corporation.

         3.     The shares of Common Stock of the Corporation to 
which the Registration Statement relates have been duly 
authorized and reserved for issuance pursuant to the Plans and, 
when issued and sold pursuant to the Plans, will be legally 
issued, fully paid and non-assessable.

         We hereby consent to the use of this opinion as 
Exhibit 5 to the Registration Statement.

                                           Very truly yours,



                                           KELLEY DRYE & WARREN