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                           [Hill & Barlow Letterhead]

                                    EXHIBIT 5

                                             November 17, 1995


United Asset Management Corporation
One International Place
Boston, Massachusetts 02110

Gentlemen:

     We have acted as counsel for United Asset Management Corporation, a
Delaware corporation (the "Company"), with respect to the issuance of a total of
105,121 shares (the "Shares") of the Company's common stock, $.01 par value per
share, in connection with the exercise of certain warrants (the "Warrants")
issued in connection with the acquisition of Fiduciary Management Associates,
Inc. (FMA) and of Sirach/Flinn, Elvins Capital Management, Inc., (S/FE) as more
fully described in a warrant agreement dated as of June 24, 1986, with Philip
E. Arnold and warrant agreement dated as of January 4, 1989 with SF/E (the
"Warrant Agreements").

     We have assisted you in the preparation of a Registration Statement on Form
S-3 (the "Registration Statement") with respect to the offering of the Shares by
the Selling Stockholder named therein.

     We have made such examination of law and have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate records
and such other documents as we have considered relevant and necessary for the
opinions hereinafter set forth.

     Based on the foregoing, we express the following opinions:

     1.   The issuance of the Shares has been duly authorized by all necessary
          corporate action of the Company.

     2.   The Shares, upon issuance and delivery against payment as provided in
          the respective Warrant Agreement will be validly issued, fully paid
          and non-assessable.
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United Asset Management Corporation
November 17, 1995
Page 2


     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement.


                                   Very truly yours,

                                   HILL & BARLOW,
                                   a Professional Corporation

                                   /s/ Joseph R. Ramrath
                                   --------------------------------
                                   Joseph R. Ramrath,
                                   a Member of the Firm

0183174.01
07610-111
