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                                                                    EXHIBIT 5(a)










                               January 8, 1997



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


     Re:  Shelf Registration of $400,000,000 of
          Debt Securities and Pass Through Certificates

Ladies and Gentlemen:

     We have acted as counsel to Union Tank Car Company, a Delaware corporation
(the "Company"), 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 (the "Act"), of a
Registration Statement on Form S-3 (Registration No. 333-17121), as amended
(the "Registration Statement").  The Registration Statement relates to the
public offering of up to $400,000,000 aggregate principal amount of debt
securities (the "Debt Securities") and pass through certificates (the "Pass
Through Certificates") that may be issued in one or more series from time to
time.  Each series of Debt Securities will be issued under an Indenture to be
dated as of January 15, 1997 (as supplemented from time to time, the
"Indenture") between the Company and Harris Trust and Savings Bank, as Trustee.
Each series of Pass Through Certificates will be issued under a Pass Through
Trust Agreement to be dated as of January 15, 1997 (as supplemented from time
to time, the "Basic Agreement") among the Company, Procor and Harris Trust and
Savings Bank, as Trustee (the "Pass Through Trustee"), as supplemented by a
trust supplement relating to such series of Pass Through Certificates (each, a
"Trust Supplement").

     As such counsel, we have examined the proposed form of the Indenture and
the Basic 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 
        
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January 8, 1997




photostatic copies.  We have also assumed that the Indenture and the Basic
Agreement will, when executed and delivered, be substantially in the forms
submitted to us for examination and that the specific terms and provisions of
each series of Debt Securities and Pass Through Certificates will be approved
by or pursuant to appropriate action of the Board of Directors of the Company
and, if required, the Board of Directors of Procor.
        
     Based upon and subject to the foregoing, it is our opinion that:

          1. Subject to the approval of the specific terms and
     provisions of each series of Debt Securities by appropriate action
     of the Board of Directors of the Company, the Debt Securities will
     have been duly authorized for issuance and, when the Debt
     Securities are duly executed, authenticated, issued and delivered
     and upon receipt of payment therefor, the Debt Securities will
     constitute valid and legally binding obligations of the Company
     entitled to the benefits of the Indenture, except as
     enforceability may be limited by (a) applicable bankruptcy,
     insolvency, moratorium, reorganization or other similar laws
     relating to or affecting enforcement of creditors' rights
     generally and (b) general principles of equity (regardless of
     whether such enforceability is considered in a proceeding at law
     or in equity).
     
          2. Assuming the due authorization, execution and delivery by
     the Pass Through Trustee of the Basic Agreement and the Trust
     Supplement relating to each series of Pass Through Certificates
     and the due authorization, execution, issuance, authentication and
     delivery of each series of Pass Through Certificates by the Pass
     Through Trustee in accordance with the terms of the Basic
     Agreement and the Trust Supplement relating to each such series,
     each series of Pass Through Certificates will constitute valid and
     binding obligations of the Pass Through Trustee (to the extent set
     forth in the Basic Agreement and the Trust Supplement relating to
     such series) entitling the holders thereof to the benefits of the
     Basic Agreement and the Trust Supplement relating to such series,
     except as enforceability may be limited by (a) applicable
     bankruptcy, insolvency, moratorium, reorganization or other
     similar laws relating to or affecting enforcement of creditors'
     rights generally and (b) general principles of 
     

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     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,
the Delaware General Corporation Law 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 references to our firm under the caption
"Legal Opinions" in the Prospectuses that constitute a part of the Registration
Statement.

                                        Very truly yours,        
                                                                 
                                                                 
                                        /s/ Neal, Gerber & Eisenberg
                                                                 
                                        NEAL, GERBER & EISENBERG