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                                                                   EXHIBIT 5(b)


[LOGO]   FIRST CHICAGO
         The First National Bank of Chicago


         Law Department





                               December 1, 1994
                                      


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

Re:  Union Tank Car-Company
     Pass Through Certificates, Series 1994-A
     (the "Pass Through Certificates")

Ladies and Gentlemen:

We are counsel to the Corporate Trust Services Division of The First National   
Bank of Chicago ("First Chicago") and have represented it in connection with
(i) the Pass Through Trust Agreement to be dated as of December 15, 1994 (the
"Pass Through Trust Agreement") to be entered into between Union Tank Car
Company ("Union") and The First National Bank of Chicago, as Pass Through
Trustee and (ii) the Pass Through Certificates to be issued under the Pass
Through Trust Agreement from time to time.

We are attorneys licensed to practice law in the State of Illinois and do not   
purport to be an expert on the laws of any state other that the State of
Illinois. Consequently, with regard to the following opinion, no opinion is
expressed as to matters relating to laws of any jurisdiction other than the
laws of the State of Illinois and federal laws applicable to national banks,
and no opinion is expressed herein as to the Securities Act of 1933, as
amended, the Trust Indenture Act of 1939, as amended, or any state securities
or so-called "blue-sky" laws.

We have also examined such other documents and matters as we deemed relevant
together with such matters of law which we have considered necessary or
appropriate for the purposes of this opinion.

As such counsel, we are familiar with the Articles of Association and the
By-Laws of First Chicago, with certificates of authority to exercise corporate
trust powers issued to First Chicago by the Federal Reserve Board of the United
States (as predecessor in jurisdiction to the Comptroller of the Currency of
the United States), with certain Resolutions pertaining to the operation of the
Corporate Trust Services Division of First Chicago, and with procedures of the
Corporate Trust Services Division of First Chicago with respect to the
authorization, execution and delivery of the above-described document.  


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[LOGO] FIRST CHICAGO
       The First National Bank of Chicago   

                                      CONTINUING OUR LETTER OF DECEMBER 1, 1994
                                      SHEET NO. 2


Basing our conclusions on such examination and familiarity, we are of the
opinion:

   (i) First Chicago is a national banking association duly organized and
validly existing in good standing under the laws of the United States of
America and has full corporate power and authority to execute, deliver and
carry out the terms of the Pass Through Trust Agreement.

   (ii) The execution and delivery of the Pass Through Trust Agreement and the
Pass Through Certificates have been duly authorized by First Chicago, and
assuming due authorization, execution and delivery of the Pass Through Trust
Agreement by Union, will constitute the legal, valid and binding obligations of
First Chicago, enforceable against First Chicago in accordance with their
respective terms except as the enforcement thereof may be (a) limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
rights of creditors generally, and (b) subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

   (iii) Upon the due execution, authentication, issuance and delivery thereof
in accordance with the requirements of the Pass Through Trust Agreement, the
Pass Through Certificates will have been duly and validly issued and will be
entitled to the benefits of the Pass Through Trust Agreement.

   (iv) Neither the execution nor the delivery by First Chicago of the Pass
Through Trust Agreement nor the consummation of the transactions by First
Chicago contemplated thereunder requires the consent or approval of, the giving
of notice to, or the registration with, or the taking of any other action with
respect to, any governmental authority or agency under any existing federal
law, rule or regulation governing the banking or trust powers of First Chicago.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement of the Company pursuant to which the Pass Through
Certificates are being registered under the Securities Act of 1933 and to the
reference to the Law Department of The First National Bank of Chicago under the
caption "Legal Opinions" in the Registration Statement.

This opinion is furnished to you solely for your benefit in connection with the
transactions contemplated by the Pass Through Trust Agreement and may not be
used, circulated, quoted or otherwise referred to without our prior written
consent.

                                      Very truly yours,

                                      /s/ The Law Department 

                                      The Law Department 
                                      The First National Bank of Chicago