Exhibit 5
March 2, 1999
Board of Directors
Union Carbide Corporation
39 Old Ridgebury Road
Danbury, CT 06817-0001
Re: Registration Statement on Form S-8 for Compensation
DEFERRAL PROGRAM
Dear Sirs:
Please refer to the Registration Statement 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 the registration of $50,000,000 of the Corporation's
deferred compensation obligations (the "Deferred Compensation Obligations")
which are issuable under the Union Carbide Compensation Deferral Program (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 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.
Board of Directors -2- March 2, 1999
3. When issued, the Deferred Compensation Obligations of the Corporation
will be valid and binding obligations of the Corporation, enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity principles.
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.
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,
/s/ Kelley Drye & Warren LLP