SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
October 2, 1996
UNION CARBIDE CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
1-1463 13-1421730
(Commission File Number) (IRS Employer Identification No.)
39 Old Ridgebury Rd, Danbury, CT 06817-0001
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code 203-794-2000
Total number of sequentially numbered pages in this filing,
including exhibits thereto: 6
Item 5. OTHER EVENTS
See Opinion of Cahill Gordon & Reindel, dated October 2, 1996,
accompanying this report and filed as Exhibit 5 to Registration
Statement No. 33-60705.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99. Opinion of Cahill Gordon & Reindel, dated October 2,
1996, filed as Exhibit 5 to Registration Statement
No. 33-60705.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: October 2, 1996
UNION CARBIDE CORPORATION
By J. MACDONALD
J. Macdonald
Assistant Secretary
EXHIBIT INDEX
Exhibit
99. Opinion of Cahill Gordon & Reindel, dated October 2, 1996, filed
as Exhibit 5 to Registration Statement No. 33-60705.
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EXHIBIT 99
CAHILL GORDON & REINDEL
Eighty Pine Street
New York, NY 10005-1702
October 2, 1996
BOARD OF DIRECTORS
Union Carbide Corporation
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") 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 $400 million aggregate principal
amount of the Company's debt securities to be issued under one or more
indentures, and more particularly with the $200 million aggregate
principal amount of 7 3/4% Debentures due October 1, 2096 (the
"Securities") proposed to be issued pursuant to an indenture, dated June
1, 1995 (the "Indenture") between the Company and The Chase Manhattan
Bank, as Trustee (the "Trustee").
In our opinion, upon execution of the Indenture and execution
and authentication of the Securities in accordance with the Indenture
and delivery of the Securities to the purchasers thereof against payment
therefor, the Securities will be legal, 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 creditors'
rights generally and the availability of equitable remedies may be
limited by equitable principles of general applicability.
Cahill Gordon & Reindel
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We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement and to the
reference to our firm under the caption "Legal Opinions" in said
Registration Statement. Our consent to such reference does not
constitute a consent under Section 7 of the Act, as in consenting to
such reference we have not certified any part of the Registration
Statement and do not otherwise come within the categories of persons
whose consent is required under said Section 7 or under the rules and
regulations of the Commission thereunder.
Very truly yours,
CAHILL GORDON & REINDEL
