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                                                                 EXHIBIT 5(a)


                                        December 2, 1994



Union Tank Car Company
225 West Washington Street
Chicago, Illinois  60606

  Re:  Union Tank Car Company Pass Through Certificates,
       Series 1994-A                                    

Ladies and Gentlemen:

  We have acted as counsel to Union Tank Car Company, a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), of a Registration Statement on Form S-3 (Registration No.
33-56287), as amended by Amendment No. 1 thereto (the "Registration
Statement").  The Registration Statement relates to the Pass Through
Certificates, Series 1994-A (the "Pass Through Certificates") which will be
issued under a Pass Through Trust Agreement (the "Agreement"), to be dated as
of December 15, 1994, by and between the Company and The First National Bank of
Chicago, a national banking association, as trustee (the "Trustee").

  As such counsel, we have examined the proposed form of the Agreement and such
other papers, documents and certificates of public officials and certificates
of officers of the Company as we have deemed relevant and necessary as a basis
for the opinions hereinafter expressed.  In such examinations, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as conformed or photostatic copies.  We have also
assumed that the Agreement will, when executed and delivered, be substantially
in the form submitted to us for examination.

  Based upon and subject to the foregoing, it is our opinion that the execution
and delivery by the Company of the Agreement has been duly authorized by all
necessary corporate action and assuming (i) the due authorization, execution,
issuance, authentication and delivery of the Pass Through Certificates by the
Trustee in

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Union Tank Car Company
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December 2, 1994



accordance with the terms of the Agreement and (ii) the due authorization,
execution and delivery of the Agreement by the Trustee, when the Registration
Statement shall have become effective under the Act, the Agreement shall have
been qualified under the Trust Indenture Act of 1939, as amended, the
securities or Blue Sky laws of certain states shall have been complied with and
the Pass Through Certificates shall have been issued and sold in accordance
with the Underwriting Agreement to be executed and delivered by the Company and
Salomon Brothers Inc relating to the Pass Through Certificates, the Pass
Through Certificates will constitute valid and binding obligations of the
Trustee (to the extent set forth in the Agreement) entitling the holders
thereof to the benefits of the Agreement, except as enforceability may be
limited by applicable bankruptcy, insolvency, moratorium, reorganization or
other similar laws relating to or affecting enforcement of creditors' rights
generally and general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).

  We are members of the Bar of the State of Illinois, and we express no opinion
herein concerning any laws other than the law of the State of Illinois and the
Federal law of the United States of America.

  We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Opinions" in the Prospectus constituting a part of the Registration
Statement.

          Very truly yours,


          /s/ NEAL GERBER & EISENBERG


          NEAL GERBER & EISENBERG