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                                                                    EXHIBIT 5(b)

                  [HARRIS TRUST AND SAVINGS BANK LETTERHEAD]



January 8, 1997



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

     Re:  Union Tank Car Company Pass Through Certificates (the "Certificates")

Ladies and Gentlemen:

We are the internal legal counsel for Harris Trust and Savings Bank (the
"Trustee"), and give the opinion stated below in connection with (i) the Pass
Through Trust Agreement to be dated as of January 15, 1997 (the "Pass Through
Trust Agreement") by and among the Trustee, Union Tank Car Company (the
"Company") and Procor Limited ("Procor") and (ii) the Certificates to be issued
under the Pass Through Trust Agreement from time to time.  Capitalized terms
used and not defined herein shall have the meanings assigned to them in the Pass
Through Trust Agreement.

In connection with the opinion expressed below, we have relied upon the
representations and warranties contained in the Pass Through Trust Agreement
(other than those of the Trustee), and we have relied upon originals or
certified copies of such documents, certificates and other statements as we have
deemed relevant and necessary as a basis for such opinion, and we have not
attempted to independently verify or establish the factual matters set forth
therein.  We have also assumed the genuineness of all signatures by or on behalf
of all parties to the documents referenced in this opinion (other than those of
the Trustee), the legal capacity of natural persons to deliver the certificates
or documents referred to herein (other than those of the Trustee), the
authenticity of all documents submitted to us as originals and the conformity to
authentic original documents of all documents submitted to us as certified,
conformed or photostatic copies. 
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January 8, 1997
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Based on the foregoing, it is our opinion that:

     (1)  The Trustee is a duly created and lawfully existing banking
          corporation created and existing under the laws of Illinois and has
          full power to execute and deliver the Pass Through Trust Agreement.

     (2)  The Trustee has duly authorized the execution and delivery of the Pass
          Through Trust Agreement and the Certificates and assuming due
          authorization, execution and delivery of the Pass Through Trust
          Agreement by the Company and Procor, constitute the valid, legal and
          binding obligations of the Trustee enforceable in accordance with its
          terms except as enforceability may be limited by bankruptcy,
          insolvency, reorganization or other similar laws affecting the
          enforcement of creditors' rights in general and by general principles
          of equity (regardless of whether such enforcement is considered in a
          proceeding in equity or at law). 

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

     (4)  Neither the execution nor delivery by the Trustee of the Pass Through
          Trust Agreement nor the consummation of the transactions by the
          Trustee contemplated thereunder requires the consent or approval of,
          the giving of notice to, 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 the Trustee.

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 foregoing opinion, no opinion is
expressed as to matters relating to the laws of any jurisdiction other than the
law of the State of Illinois and the Federal laws of the United States, 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.

Subject to the terms of the following paragraph, we hereby consent to the
filing of this opinion as an Exhibit to the Registration Statement of the
Company pursuant to which the Certificates are being registered under the
Securities Act of 1933 and to the reference to the Law Department of Harris
Trust and Savings Bank under the caption "Legal Opinions" in the Registration
Statement. 
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January 8, 1997
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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. 

Respectfully submitted,



Harris Trust and Savings Bank
Law Department