EXHIBIT 5(a)
Unocal Corporation
1201 West 5th Street, P.O. Box 7600
Los Angeles, California 90051
Telephone (213) 977-6124
[UNOCAL LOGO]
Dennis P. R. Codon July 22, 1994
Vice President, General Counsel
and Corporate Secretary
Unocal Corporation
1201 West 5th Street
Los Angeles, California 90017
RE: Unocal Profit Sharing Plan
Registration Statement on Form S-8
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Ladies and Gentlemen:
As Vice President and General Counsel of Unocal Corporation, a
Delaware corporation ("Unocal"), I, and attorneys working under my
direction, have acted on behalf of Unocal and as counsel to Unocal in
connection with the preparation and filing of a Registration Statement
on Form S-8, Registration No. 33-65576 (the "Registration Statement"),
which was filed with the Securities and Exchange Commission (the
"Commission") on July 6, 1993 and became effective on that date. The
Registration Statement, as originally filed and as it became effective,
related to the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of 5,000,000 shares (the "Registered
Shares") of the Common Stock, par value $1.00 per share, of Unocal (the
"Common Stock") to be purchased from time to time by the Trustee of the
Unocal Profit Sharing Plan (the "Plan") for allocation to the accounts
of participants in the Plan. Prior to the date hereof all such
purchases have been made in the open market. However, the Plan has
been amended, effective July 27, 1994, to provide that Company Matching
Contributions (as defined in the Plan) will be used by the Trustee to
purchase shares of Common Stock from Unocal. This opinion relates to
up to 2,327,265 shares (the "Shares") of the Registered Shares which
may be issued and sold by Unocal to the Trustee in consideration of
Company Matching Contributions.
This opinion is rendered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K of the Commission.
Unocal Corporation
July 22, 1994
Page 2
For the purposes of this opinion, I, or such attorneys working
under my direction, have examined or considered such matters of law and
fact and such corporate records, certificates and other documents as I,
or they, have deemed necessary, including, but not limited to: the
Registration Statement; the Certificate of Incorporation and Bylaws of
Unocal, as amended to date; certain resolutions adopted by the Board of
Directors of Unocal and the Executive Committee thereof; the Plan, as
amended to date; and certificates and other information obtained from
public officials and officers and employees of Unocal and its
subsidiaries. In the course of such examination, I, and such attorneys
working under my direction, have assumed the genuineness of all
signatures, the authenticity of all documents submitted as originals
and the conformity to the originals of all documents submitted as
certified, photostatic or conformed copies. I have relied, as to
certain legal matters, on the advice of such attorneys working under my
direction who are more familiar with such matters.
I am licensed to practice law in the State of California and,
although I am not licensed to practice law in the State of Delaware, I
am familiar with the Delaware General Corporation Law. Therefore, the
following opinions are limited to the laws of the State of California,
the Delaware General Corporation Law and the Federal laws of the United
States, all as currently in effect, to the exclusion of all other
jurisdictions.
Based on and subject to the foregoing, I am of the opinion that:
1. The Shares have been duly authorized for issuance by the
Board of Directors of Unocal and, when certificates evidencing the
Shares have been duly countersigned by the transfer agent and
registrar for the Common Stock and issued to and paid for by the
Trustee in accordance with the Plan, will be validly issued, fully
paid and nonassessable.
2. The provisions of the Plan, as amended, comply with the
applicable requirements of ERISA.
I hereby consent to the filing of this opinion with the Commission
as an Exhibit to the Registration Statement. In giving this consent, I
do not thereby admit that I am included in the category of persons
whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Dennis P. R. Codon