Exhibit 5

UNION CARBIDE CORPORATION   39 Old Ridgebury Road, Danbury, CT 06817-0001
                                                  Phone:  (203)794-6327
                                                  Fax:    (203)794-6269
Phyllis Savage
ASSISTANT GENERAL COUNSEL 
CHIEF FINANCE AND SECURITIES COUNSEL

                                                  April 28, 1999

BOARD OF DIRECTORS
Union Carbide Corporation

               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 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 $360 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 have deemed necessary for the purpose 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/Phyllis Savage
                                                  Phyllis Savage