
                                                                               
                                                                            
                                                                    Exhibit 5  
                                                                               
                                                                             
                                                                             
                                                                         
                                                                        
                                                                           
                                                   May 7, 1999             
                                                                             
                                                                               
                                                                            
Board of Directors                                                          
GATX Corporation                                                           
500 West Monroe Street                                                    
Chicago, Illinois 60661                                                  
                                                                         
         Re:    GATX Corporation                                        
                Registration Statement on Form S-8                       
                ----------------------------------                            
                                                                           
Ladies and Gentlemen:                                                    
                                                                           
         I have acted as counsel to GATX Corporation (the "Company"), in     
connection with the adoption of the GATX Corporation Employee Stock          
Purchase Plan (the "Plan"). I am familiar with the corporate proceedings     
relative to the adoption of the Plan and the proposed issuance of shares of  
common stock, par value $.625 per share, of the Company (the "Common         
Stock") pursuant to the Plan. I have examined such corporate and other      
records, instruments, certificates and documents as I considered necessary    
to enable me to express this opinion.                                         
                                                                            
         Based on the foregoing, it is my opinion that the shares of Common  
Stock issuable pursuant to the Plan have been duly authorized for issuance    
and, when sold pursuant to the Plan, will be validly issued, fully paid,       
and non-assessable.                                                           
                                                                             
         I hereby consent to the filing of this opinion as an exhibit to      
the Registration Statement on Form S-8 to be filed by the Company with        
respect to the shares of Common Stock issuable pursuant to the Plan and to    
the reference to me under the caption "Interests of Named Experts and        
Counsel" in such Registration Statement.                                      
                                                                            
                             Very truly yours,                              
                                                                             
                                                                            
                                                                            
                             Ronald J. Ciancio                                
                             Assistant General Counsel                      

