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                                                                    Exhibit 8(a)





                         [LETTERHEAD OF SKADDEN, ARPS]


                                        [________], 1996


Transcisco Industries, Inc.
601 California Street, Suite 1301
San Francisco, CA  94108


Ladies and Gentlemen:

                 We have been acting as counsel to Transcisco Industries, Inc.
(the "Company") in connection with the transactions contemplated by the
Agreement and Plan of Merger, dated as of June 17, 1996 among the Company,
Trinity Industries, Inc., and Trinity Y, Inc., a wholly-owned subsidiary of
Trinity (the "Merger Agreement").  The delivery of an opinion at the Effective
Time, in substantially the form hereof, is a condition to the obligations of
the Company to consummate the Merger pursuant to Section 6.2(c) of the Merger
Agreement.  All capitalized terms used herein, unless otherwise specified,
shall have the meanings ascribed to them in the Merger Agreement.

                 In rendering our opinion, we have examined and relied upon the
accuracy and completeness of the facts, information, covenants, statements and
representations contained in originals or copies, certified or otherwise
identified to our satisfaction, of the Merger Agreement and such other
documents as we have deemed necessary or appropriate as a basis for the opinion
set forth below as well as other statements, representations and assumptions.
Our opinion is expressly conditioned on, among other things, the accuracy as of
the date hereof, and the continuing accuracy of all of such facts, information,
covenants, statements and representations up to and including the Effective
Time.

                 In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all
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documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents.  We have also assumed (i) that
the contemplated transactions will be consummated at the Effective Time (A) in
accordance with the terms of the Merger Agreement and that none of the terms
and conditions contained therein has been waived or modified in any respect and
(B) as described in the Proxy Statement/Prospectus and (ii) that the Merger
qualifies as a statutory merger under the laws of the State of Delaware.  In
addition, our opinion is expressly conditioned on, among other things, the
assumption that at or prior to the Effective Time, we will be provided with
officers' certificates executed by executives of the Company and Trinity
Industries, Inc. in form and substance satisfactory to us and on which we may
rely, as to certain facts relating to, and knowledge and intentions of, the
Company, Trinity Industries, Inc., and Trinity Y, Inc., and certain facts
relating to the Merger.

                 In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury regulations promulgated thereunder, pertinent judicial authorities,
interpretive rulings of the Internal Revenue Service and such other authorities
as we have considered relevant.  It should be noted that statutes, regulations,
judicial decisions and administrative interpretations are subject to change at
any time and, in some circumstances, with retroactive effect.  A material
change in the authorities or the facts, information, covenants, statements,
representations or assumptions upon which our opinion is based could affect our
conclusions.

                 Based solely upon the foregoing, we are of the opinion that,
under current law:

         The Merger would qualify as a reorganization pursuant to Section
         368(a) of the Code, and the Company, Trinity Industries, Inc., and
         Trinity Y, Inc. would each be a party to that reorganization within
         the meaning of Section 368(b) of the Code and the statements made
         under the captions "SUMMARY OF PROXY STATEMENT/PROSPECTUS-- The
         Proposed Merger--Certain Federal Income Tax Consequences of the
         Merger" and "THE PROPOSED MERGER--Certain Federal Income Tax
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         Consequences of the Merger" in the Proxy Statement/Prospectus, to the
         extent that they constitute matters of law or legal conclusions, are
         correct in all material respects.

                 There can be no assurance that contrary positions may not be
asserted by the Internal Revenue Service.

                 Except as set forth above, we express no opinion to any party
as to any consequences of the Merger or any transactions related thereto.  This
opinion is for your benefit and is not to be used, circulated, quoted or
otherwise referred to for any purpose, excluding the Proxy Statement/Prospectus
that will be included in the Registration Statement on Form S-4 filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended.



                                             Very truly yours,