1
                                                                    EXHIBIT 8(a)

   
                                 May 21, 1996
    



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

       Re: Union Tank Car Company Pass Through Certificates Series 1996-A

Ladies and Gentlemen:

        We have acted as counsel to Union Tank Car Company, a Delaware
corporation, and Procor Limited, a Canadian corporation ("Procor"), in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-3 (Registration No. 333-1899), as amended 
(the "Registration Statement"). The Registration Statement relates to
the Pass Through Certificates, Series 1996-A which will be issued under two
separate Pass Through Trust Agreements, one by and between the Company and The
First National Bank of Chicago, a national banking association, as pass through
trustee, and the other by and among the Company, Procor and The First National
Bank of Chicago. Capitalized terms used but not defined in this opinion have 
the meanings ascribed thereto in the Registration Statement.

        In our opinion, the following is an accurate description of the
anticipated material federal income tax consequences of the purchase, ownership
and disposition of Pass Through Certificates.  This opinion is based on laws,
regulations, rulings and court decisions now in effect, all of which are        
subject to change by legislative, administrative or judicial action, which
change may be retroactive.  Our opinion does not purport to address federal
income tax consequences applicable to particular categories of investors, some
of which (for example, banks, tax exempt organizations, insurance companies or
foreign investors) may be subject to special rules.  Investors should consult
their own tax advisors in determining the federal, state, local and foreign tax
consequences to them of the purchase, ownership and disposition of Pass Through
Certificates, including the advisability of making any election discussed
below.  No rulings have been or will be sought from the Internal Revenue
Service (the "IRS") with respect to any of the federal income tax consequences
discussed below and no assurance can be given that the IRS will not take
contrary positions.  For purposes of this opinion, the terms "Pass Through
Certificate" and "Certificate" also refer to an indirect interest in a Pass
Through Certificate held by a Certificate Owner.

GENERAL
 
   
     In our opinion, based upon an interpretation of analogous authorities under
currently applicable law, neither Pass Through Trust will be classified as an
association taxable as a corporation, but rather each will be classified as a
grantor trust for purposes of Sections 671 through 679 of the Internal Revenue
Code of 1986, as amended (the "Code"), and each Certificate Owner of each Pass
Through Trust will be treated as owning a pro rata undivided interest in each of
the Equipment Notes and, in the case of Pass Through Trust 1996-A2, the ETCs and
the Procor ETC, and any other property held in such Pass Through Trust.
    
 
     The Company believes that each Certificate Owner of a Pass Through Trust
will be required to report on its federal income tax return its pro rata share
of the entire income from the Equipment Notes and, in the case of Pass Through
Trust 1996-A2, the Company ETCs and the Procor ETC, and any other property in
such Pass Through Trust, in accordance with such Certificate Owner's method of
accounting. A Certificate Owner using the cash method of accounting should take
into account its pro rata share of income as and when received by the Pass
Through Trustee. A Certificate Owner using the accrual method of accounting
should take into account its pro rata share of income as it accrues or is
received by the Pass Through Trustee, whichever is earlier. The Company believes
that the Make-Whole Amount described under "Description of the Equipment
Notes--Prepayment" should be taxed as contingent interest when it becomes fixed
and unconditionally payable.
 
     A purchaser of a Pass Through Certificate should be treated as purchasing
an interest in each Equipment Note and, in the case of Pass Through Trust
1996-A2, the Company ETCs and the Procor ETC, and any other property in the Pass
Through Trust at a price determined by allocating the purchase price paid for
the Pass Through Certificate among the related Equipment Notes, ETCs and other
property in proportion to their fair market values at the time of purchase of
the Pass Through Certificate. The Company believes that when each Pass Through
Trust has acquired all the Equipment Notes and, in the case of Pass Through
Trust 1996-A2, the Company ETCs and the Procor ETC, the purchase price paid for
a Pass Through Certificate by an original purchaser of such certificate will be
allocated among the Equipment Notes and, in the case of Pass Through Trust
1996-A2, the Company ETCs and the Procor ETC in such Pass Through Trust in
proportion to their respective purchase prices.
 
SALES OF PASS THROUGH CERTIFICATES
 
     A Certificate Owner that sells or exchanges a Pass Through Certificate will
recognize gain or loss (in the aggregate) equal to the difference between its
adjusted tax basis in the Pass Through Certificate and the amount realized
(except to the extent attributable to accrued interest, which would be taxable
as interest income). Subject to the market discount provisions of the Code
(described below), if the Certificate Owner held such Pass Through Certificate
as a capital asset, any such gain or loss should be capital gain or loss, which
will be long-term capital gain or loss if the Pass Through Certificate was held
for more than one year (but only to the extent the Pass Through Trust also held
the underlying Equipment Notes and in the case of Pass Through Trust 1996-A2,
the Company ETCs and the Procor ETC for more than one year). Any long term
capital gains realized on a sale or exchange of Pass Through Certificates will
be taxable under current law to corporate taxpayers at the rates applicable to
ordinary income, and to individual taxpayers at their applicable marginal rate
for capital gains. Any capital losses realized generally will be deductible by a
corporate taxpayer only to the extent of capital gains and by an individual
taxpayer only to the extent of capital gains plus $3,000 of other income.
 
ORIGINAL ISSUE DISCOUNT
 
   
        Assuming that the Equipment Notes, the Company ETCs, the Procor ETC and
the Pass Through Certificates are issued at prices equal to the respective face
amounts thereof, it is our opinion that neither the Equipment Notes, the Company
ETCs nor the Procor ETC will be issued with original issue discount.
    
 
MARKET DISCOUNT
 
        A subsequent purchaser of a Pass Through Certificate will be considered
to have acquired an interest in an Equipment Note, Company ETC or Procor ETC
held, as the case may be, in a Pass Through Trust at a "market discount" to the
extent the remaining aggregate principal amount of such Equipment Note, Company
ETC or Procor ETC exceeds the Certificate Owner's tax basis allocable to such
Equipment Note, Company ETC or Procor ETC, provided such excess exceeds a
prescribed de minimis amount. If such excess exceeds the de minimis amount, the
Certificate Owner will be subject to the market discount rules of Section 1276
of the Code with regard to its interest in such Equipment Note, Company ETC or
Procor ETC.
 
     In the case of a sale or other disposition of indebtedness subject to the
market discount rules, Section 1276 of the Code requires that gain, if any, from
such sale or other disposition be treated as ordinary income to the extent such
gain represents market discount that has accrued during the period in which the
indebtedness was held.
 
     In the case of a partial principal payment on indebtedness subject to the
market discount rules, Section 1276 of the Code requires that such payment be
included in gross income as ordinary income to the extent such payment does not
exceed the market discount that has accrued during the period such indebtedness
was held. The amount of any accrued market discount later required to be
included in income upon a disposition, or subsequent partial principal payment,
will be reduced by the amount of accrued market discount previously included in
income.
 
     Market discount generally accrues under either a straight line method or,
at the election of the taxpayer, a constant interest rate method. However, in
the case of installment obligations (such as certain of the Equipment Notes),
determination of the manner in which market discount is to be accrued has been
left to Treasury regulations not yet issued. Until such Treasury regulations are
issued, the Conference Committee Report to the Tax Reform Act of 1986 (the
"Conference Report") indicates that holders of installment obligations with
market discount may elect to accrue market discount either (i) on the basis of a
constant interest rate or (ii) by treating as accrued market discount an amount
equal to total remaining market discount times a fraction, the numerator of
which is the amount of stated interest paid in the accrual period and the
denominator of which is the total amount of stated interest remaining to be paid
on the installment obligation as of the beginning of such period.
 
     Under Section 1277 of the Code, if in any taxable year interest paid or
accrued on indebtedness incurred or continued to purchase or carry indebtedness
subject to the market discount rules exceeds the interest currently includible
in income with respect to such indebtedness, deduction of the excess interest
must be deferred to the extent of the market discount allocable to the taxable
year. The deferred portion of any interest expense will generally be deductible
when such market discount is included in income upon the sale or other
disposition (including repayment) of the indebtedness.
 
     A taxpayer may elect to include market discount in gross income currently.
If such election is made, the rules of Sections 1276 and 1277 (described above)
will not apply to the taxpayer.
 
PREMIUM
 
     A Certificate Owner will generally be considered to have acquired an
interest in an Equipment Note, Company ETC or Procor ETC held, as the case may
be, in a Pass Through Trust at a premium to the extent the purchaser's tax basis
allocable to such interest exceeds the remaining aggregate principal amount of
the Equipment Note, Company ETC or Procor ETC allocable to such interest. In
that event, a Certificate Owner who holds a Pass Through Certificate as a
capital asset may elect to amortize that premium as an offset to interest income
under Section 171 of the Code, with corresponding reductions in the Certificate
Owner's tax basis in its interest in the Equipment Note, Company ETC or Procor
ETC. Generally, such amortization is on a constant yield basis. However, in the
case of installment obligations (such as certain of the Equipment Notes), the
Conference Report indicates a Congressional intent that amortization will be in
accordance with the same rules that will apply to the accrual of market discount
on installment obligations (see the discussion above).
 
     In the case of obligations that may be called at a premium prior to
maturity (such as the Equipment Notes), amortizable bond premium may be
determined by reference to an early call date. Due to the complexities of the
amortizable premium rules, particularly where there is more than one possible
call date and the amount of any premium is uncertain, Certificate Owners are
urged to consult their own tax advisors as to the amount of any amortizable
premium.
 
BACKUP WITHHOLDING
 
     Payments made on the Pass Through Certificates and proceeds from the sale
of the Pass Through Certificates to or through certain brokers may be subject to
a "backup" withholding tax of 31% unless the Certificate Owner complies with
certain reponing procedures or is an exempt recipient under Section 6049(b) (4)
of the Code. Any such withheld amounts will be allowed as a credit against the
Certificate Owner's federal income tax.

        The Pass Through Trustee is a national banking association with its
principal corporate trust office in Chicago, Illinois.  Under currently
applicable law, (i) neither Pass Through Trust will be subject to any tax
(including, without limitation, net or gross income, tangible or intangible
property, net worth, capital, franchise or doing business tax), fee or other
governmental charge under the laws of the State of Illinois or any political
subdivision thereof, (ii) Certificate Owners who are not residents of or
otherwise subject to tax in the State of Illinois will not be subject to any
tax (including, without limitation, net or gross income, tangible or intangible
property, net worth, capital, franchise or doing business tax), fee or other
governmental charge under the laws of the State of Illinois or any political
subdivision thereof solely as a result of purchasing, holding (including
receiving payments with respect to) or disposing of a Pass Through Certificate,
except to the extent the Indenture Trustee forecloses on the Equipment and any
of the Equipment is located in the State of Illinois or the Equipment Trust
Trustee forecloses on the Trust Equipment and any of the Trust Equipment is
located in the State of Illinois or to the extent the Indenture Trust, the 
Company Trust, the Procor Trust or the Pass Through Trust, as applicable, 
engages in business in the State of Illinois as a result of such foreclosure.

        We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the references to our firm in the first paragraph
under the captions "Material Federal Income Tax Consequences", "Certain Illinois
Taxes" and "Legal Opinions" in the Prospectus constituting a part of the
Registration Statement.

                                          Very truly yours,



                                          NEAL, GERBER & EISENBERG