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                                                                    Exhibit 5(b)

                                                        One First National Plaza
                                                         Chicago, Illinois 60670

         THE LAW DEPARTMENT


                                                               September 7, 1995

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

         Re: Union Tank Car Company Pass Through Certificates
             Series 1995-A1 and Series 1995-A2 (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) Pass Through Trust Agreement 1995-A1 to be dated as of
September 20, 1995, between Union Tank Car Company ("Union") and The First
National Bank of Chicago, as Pass Through Trustee, and Pass Through Trust
Agreement 1995-A2 to be dated as of September 20, 1995, between Union, Procor
Limited ("Procor") and The First National Bank of Chicago, as Pass Through
Trustee (together, the "Pass Through Trust Agreements") and (ii) the Pass
Through Certificates to be issued under the Pass Through Trust Agreements from
time to time.

         We are attorneys licensed to practice law in the State of Illinois and
do not purport to be experts on the laws of any state other than 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
documents.

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

         (ii)    The execution and delivery of the Pass Through Trust
Agreements and the Pass Through Certificates have been duly authorized by First
Chicago, and assuming due authorization, execution and delivery of the Pass
Through Trust Agreements by Union and Procor, as the case may be, will
constitute the legal, valid and binding obligations of First Chicago,
enforceable against First Chicago in accordance with their respective terms
except as the enforceability thereof may be (a) limited by bankruptcy,
insolvency, reorganization, moratorium, liquidation 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
Agreements, the Pass Through Certificates will have been duly and validly
issued and will be entitled to the benefits of the Pass Through Trust
Agreements.

         (iv)             Neither the execution nor delivery  by First Chicago
of the Pass Through Trust Agreements 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, of 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 and Procor 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 Agreements 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