[LETTER HEAD OF COUDERT BROTHERS APPEARS HERE]


December 11, 1995



Atlas Corporation
370 Seventeenth Street, Suite 3150
Denver, Colorado 80202

Gentlemen:


     We have acted as counsel to Atlas Corporation ("Atlas") in connection with
the preparation and filing of a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
$10,000,000 principal amount of 7% Exchangeable Debentures of Atlas (the
"Debentures"), which Debentures are exchangeable for shares of Common Stock, no
par value, of Granges Inc.  Capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Underwriting Agreement
(the "Underwriting Agreement") dated October 25, 1995 by and among Atlas
Corporation (the "Company"), Yorkton Securities Inc. and First Marathon
Securities Ltd.

     We are familiar with the corporate proceedings of the Company relating to
the authorization for issuance of the Debentures, and we have examined copies of
(i) the Underwriting Agreement, (ii) the Trust Indenture, (iii) the Escrow and
Pledge Agreement, (iv) the forms of the subscription agreements entered into by
each purchaser of Special Warrants, (v) the forms of the Debentures included in
the Trust Indenture, (vi) the Special Warrant Indenture, (vii) 

 
the forms of the Special Warrants included in the Special Warrant Indenture and
(viii) such other instruments, documents, records and certificates, and we have
made such other inquiries and investigation of law, as we have deemed necessary
or appropriate for the opinions expressed herein.

     This opinion is subject to the following qualifications.  We are attorneys
admitted to practice in the State of New York, and we express no opinion as to
any laws other than the laws of the State of New York, the General Corporation
Law of the State of Delaware and the federal laws of the United States of
America.  As to questions of fact material to our opinion, we have relied upon
representations made by you in the Underwriting Agreement, the Subscription
Agreements, the Trust Indenture, the Pledge and Escrow Agreement, the Special
Warrant Indenture, as well as on certificates from public officials.  We have
assumed the authenticity of all documents submitted to us as copies and the
genuineness of all signatures of the respective parties to such documents.  We
have assumed that the Underwriting Agreement, the Trust Indenture, the Escrow
and Pledge Agreement, the Special Warrant Indenture and the Subscription
Agreements have been duly authorized, executed and delivered by all parties
thereto other than you.

     Based upon and subject to the foregoing, and having due regard for such
other legal and factual considerations as we deem relevant, we are of the
opinion that the Debentures will, upon issuance in accordance with the terms of
the Trust Indenture, be legally and validly issued and will be binding
obligations of Atlas, subject to applicable bankruptcy, insolvency and other
laws affecting creditors' rights generally and, as to enforceability, to general
principles of equity, regardless of whether enforcement is sought in a
proceeding in equity or at law.


                                                       Very truly yours,

                                                       /s/ COUDERT BROTHERS