Exhibit 5
UNION CARBIDE CORPORATION
39 Old Ridgebury Road
Danbury, Connecticut  06817-0001
Phyllis Savage                                         Phone:  203-794-6327
Chief Finance and Securities Counsel                   Fax:  203-794-6269

                                          July 22, 1998

BOARD OF DIRECTORS
Union Carbide Corporation

                Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

     This opinion is being rendered in connection with the Registration 
Statement on Form S-3 (the "Registration Statement") and the related 
Prospectus (the "Prospectus") being filed by Union Carbide Corporation (the 
"Company") with the Securities and Exchange Commission (the "Commission") 
for registration under the Securities Act of 1933 (the "Act") of $500 
million aggregate principal amount of the Company's debt securities (the 
"Securities") to be issued pursuant to an indenture filed as an exhibit to 
the Registration Statement (the "Indenture").

     In that connection, I have examined copies of such corporate records 
and made such inquiries as I deemed necessary for the purposes of rendering 
the opinion set forth below.  It is my understanding that the terms of the 
Securities will be consistent with the Indenture and the Prospectus and that 
the Securities will be executed and authenticated in accordance with the 
terms of the Indenture and will be delivered to purchasers thereof against 
payment therefor. 

     Based upon the foregoing, in my opinion the Securities to be sold 
pursuant to the Registration Statement when it becomes effective will be 
valid and binding obligations of the Company, enforceable in accordance with 
their terms.  This opinion is qualified insofar as enforceability may be 
limited by fraudulent transfer, bankruptcy, insolvency or similar laws 
affecting creditor's rights generally and the availability of equitable 
remedies may be limited by equitable principles of general applicability.  

     This opinion is limited to the federal laws of the United States of 
America and the laws of the State of New York.

     I hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement and to the reference of my name under the caption 
"Legal Opinions" in the related prospectus.  In giving such consent, I do 
not hereby admit that I am in the categories of persons whose consent is 
required under Section 7 of the Act.

                                          Very truly yours,

                                          /s/ P. Savage
                                          P. Savage