EXHIBIT 5


                       WHITE & CASE
                1155 Avenue of the Americas
                 New York, New York 10036
                      (212) 819-8200


KK:DCD:AS                                  October 28, 1994





Union Camp Corporation
1600 Valley Road
Wayne, New Jersey 07470

Dear Sirs:

          We refer to the Registration Statement on Form S-
3 (the 'Registration Statement') under the Securities Act
of 1933, as amended (the 'Securities Act'), in the form in
which it is to be filed today by Union Camp Corporation, a
Virginia corporation ('Union Camp), with the Securities
and Exchange Commission (the 'Commission'), relating to up
to $150,000,000 aggregate principal amount of Union Camp's
debt securities consisting of debentures, notes or other
unsecured evidences of indebtedness (the 'Securities') to
be issued from time to time pursuant to the terms of an
Indenture, to be dated as of November 1, 1994, between
Union Camp and NationsBank of Georgia, National
Association, as Trustee, filed as Exhibit 4 to the
Registration Statement (the 'Indenture'), and to be sold to
or through underwriters, to other purchasers or through
agents.  The terms of the Securities are to be approved and
the manner of sale is to be determined in additional
proceedings proposed to be taken by a committee of Union
Camp's Board of Directors.

          We have examined the originals, or photostatic or
certified copies, of such records of Union Camp,
certificates of officers of Union Camp and of public
officials and such other documents as we have deemed
relevant and necessary as the basis for the opinion set
forth below.  We have relied upon such certificates of
public officials and such certificates of officers of Union
Camp and statements and information furnished by officers
of Union Camp with respect to the accuracy of material
factual matters contained therein which were not
independently established.  In such examination we have
assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the
conformity to original documents of all documents submitted
to us as photostatic or certified copies, and the
authenticity of the originals of such copies.

          Based upon our examination mentioned above,
subject to the assumptions stated, and subject to such
proposed additional proceedings being taken prior to the
issuance of the Securities and to the terms of the
Securities being otherwise in compliance with then
applicable law, it is our opinion that the Securities, upon
issuance and sale by Union Camp as contemplated in the
Registration Statement and any amendments and Prospectus
Supplements thereto, will have been duly authorized by
Union Camp and that the Securities, when duly executed,
authenticated, issued and delivered against payment
therefor in accordance with the Indenture, will constitute
valid and legally binding obligations of Union Camp.

          We consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference
to our firm appearing under the caption 'Legal Matters' in
the Prospectus forming part of the Registration Statement. 
In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required
under Section 7 of the Securities Act or the Rules and
Regulations of the Commission.

                              Very truly yours,

                              WHITE & CASE