Exhibit No. 5
Attached to and Made Part of
SECURITIES AND EXCHANGE COMMISSION FORM S-8
Filed By
CBI INDUSTRIES, INC.

May 11, 1995

CBI Industries, Inc.
800 Jorie Boulevard
Oak Brook, Illinois  60522-7001

Re:  Registration of 1,700,000 Shares of Common Stock, par value
$2.50, of CBI Industries, Inc.

      In connection with the registration under the Securities Act
of 1933, as amended, of 1,700,000 shares of common stock, par value
$2.50 per share, of CBI Industries, Inc., a Delaware corporation
(hereinafter called the "Company"), I have examined the Restated
Certificate of Incorporation, filed in the office of the Secretary
of State of the State of Delaware on September 27, 1994, and all
amendments thereof to the date of this letter, the minutes of a
meeting of the Company's Board of Directors held on January 11,
1995, evidencing adoption of the CBI Industries, Inc. Stock Option
Plan (1995), as amended, (hereinafter called the "Plan"), the
minutes of the Company's Annual Meeting of Shareholders held on May
11, 1995, evidencing approval of the Plan, and have made such
further examination and inquiry as I deemed necessary in order to
enable me to render the following opinion.

      It is my opinion that:

      1.     The Company is a corporation duly organized and 
validly existing under the laws of the State of Delaware:

      2.     When there has been received by the Company, as
consideration for so many of said 1,700,000 shares which are
presently authorized but unissued as may be sold and issued to
employees of the Company pursuant to  their exercise of options to
purchase stock under the Plan as described in the Registration
Statement on Form S-8 and Prospectus, cash or stock for each such
share in an amount equal to the option price for that share
established pursuant to the option and in accordance  with the Plan
(which may not be less than $2.50 per share, the par value of each
of such shares), then each of such shares issued by the Company to
the employees of the Company and so paid for by those employees
under and pursuant to the Plan as above set forth will be duly
authorized, legally issued, fully paid and non-assessable.

      I hereby consent to the filing of a copy of this opinion with
the Securities and Exchange Commission as an exhibit to the
Company's Registration Statement on Form S-8 relating to said
1,700,000 shares of the Company's common stock, and to the use of
my name in said Registration Statement.

Very truly yours,


         /s/    Charles O. Ziemer        

Charles O. Ziemer
Senior Vice President and
General Counsel