EXHIBIT 5
October 21, 1997
Board of Directors
Union Carbide Corporation
39 Old Ridgebury Road
Danbury, CT 06817-0001
Re: Registration Statement on Form S-8 for
1997 Stock Option Plan for Non-Employee
Directors of Union Carbide Corporation
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Dear Sirs:
We are acting as counsel to Union Carbide Corporation, a New York
Corporation ("Corporation"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, ("Act") with the Securities and Exchange
Commission ("Commission") relating to the registration of 200,000 shares of
common stock, $1.00 par value per share (the "Common Stock"), of the Corporation
offered for sale pursuant to 1997 Stock Option Plan for Non-Employee Directors
of Union Carbide Corporation (the "Plan").
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of such documents, corporate records, certificates of public officials and
officers of the Corporation and such other instruments as we have deemed
necessary or appropriate as a basis for the opinions expressed below.
Board of Directors
Union Carbide Corporation -2- October 21, 1997
For purposes of this opinion we have assumed the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the legal capacity of all natural persons, the genuineness of
all signatures on all documents examined by us, the authority of such persons
signing on behalf of the parties thereto other than the Corporation and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Corporation. As to certain factual matters material to the
opinion expressed herein, we have relied to the extent we deemed proper upon
representations, warranties and statements as to matters of officers and other
representatives of the Corporation. Our opinion expressed below is subject to
the qualification that we express no opinion as to any law other than the laws
of the State of New York and the federal laws of the United States of America.
Without limiting the foregoing, we express no opinion with respect to the
applicability thereto or effect of municipal laws or the rules, regulations or
orders of any municipal agencies within any such state.
Based upon the foregoing, we are of the opinion that:
1. The Corporation has been duly organized and is validly
existing under the laws of the State of New York.
2. The Plan has been duly adopted by the Board of Directors of the
Corporation and approved by the shareholders of the Corporation.
3. The shares of Common Stock of the Corporation to which the
Registration Statement relates have been duly authorized and reserved for
issuance pursuant to the Plan and, when issued and sold pursuant to the Plan,
will be legally issued, fully paid and non-assessable.
This opinion is limited to the specific issues addressed herein, and
no opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of New York or the federal laws of the United States of
America be changed by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this letter as an Exhibit 5 to
the Registration Statement. In giving such consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission promulgated thereunder.
Board of Directors
Union Carbide Corporation -3- October 21, 1997
This opinion is furnished to you in connection with the filing of
the Registration Statement and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose.
Very truly yours,
KELLEY DRYE & WARREN LLP