EXHIBIT 5
October 21, 1997
Board of Directors
Union Carbide Corporation
39 Old Ridgebury Road
Danbury, CT 06817-0001
Re: Registration Statement on Form S-8
for 1997 Union Carbide
Long-Term Incentive Plan
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Dear Sirs:
We are acting as counsel to Union Carbide Corporation, a New York
corporation ("Corporation"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, ("Act") with the Securities and Exchange
Commission ("Commission") relating to the registration of 6,000,000 shares of
common stock, $1.00 par value per share (the "Common Stock"), of the Corporation
offered for sale pursuant to the 1997 Union Carbide Long-Term Incentive Plan
(the "Plan").
In connection with the opinion, 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.
For purposes of this opinion we have assumed the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents
Board of Directors
Union Carbide Corporation -2- October 21, 1997
submitted to us as certified or photostatic copies, and the authenticity of the
originals of all documents submitted to us as copies. We have also assumed the
legal capacity of all natural persons, the genuineness of all signatures on all
documents examined by us, the authority of such persons signing on behalf of the
parties thereto other than the Corporation and the due authorization, execution
and delivery of all documents by the parties thereto other than the Corporation.
As to certain factual matters material to the opinion expressed herein, we have
relied to the extent we deemed proper upon representations, warranties and
statements as to matters of officers and other representatives of the
Corporation. Our opinion expressed below is subject to the qualification that we
express no opinion as to any law other than the laws of the State of New York
and the federal laws of the United States of America. Without limiting the
foregoing, we express no opinion with respect to the applicability thereto or
effect of municipal laws or the rules, regulations or orders of any municipal
agencies within any such state.
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 Plan has been duly adopted by the Board of Directors of the
Corporation and approved by the shareholders 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 Plan and, when issued and sold pursuant to the Plan,
will be legally issued, fully paid and non-assessable.
This opinion is limited to the specific issues addressed herein, and
no opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of New York or the federal laws of the United States of
America be changed by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this letter as an Exhibit 5 to
the Registration Statement. In giving such consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission promulgated thereunder.
Board of Directors
Union Carbide Corporation -3- October 21, 1997
This opinion is furnished to you in connection with the filing of
the Registration Statement and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose.
Very truly yours,
KELLEY DRYE & WARREN LLP