July 22, 1997


The Citicorp Trusts
(as defined below)
c/o Citicorp
399 Park Avenue
New York, New York 10043

         Re:  The Citicorp Trusts (as defined below)

Ladies and Gentlemen:

     We have acted as special Delaware counsel to Citicorp Capital III, Citicorp
Capital IV, Citicorp Capital V, Citicorp Capital VI, Citicorp Capital VII,
Citicorp Capital VIII and Citicorp Capital IX, each a Delaware statutory
business trust (collectively referred to herein as the "Citicorp Trusts" and
each individually as a "Citicorp Trust"), in connection with certain matters
relating to the creation of the Citicorp Trusts and the proposed issuance of
Preferred Securities therein to beneficial owners pursuant to the Citicorp
Trust's Registration Statement (and the Prospectus forming a part thereof) on
Form S-3 filed with the Securities and Exchange Commission on the date hereof,
the "Registration Statement"). Capitalized terms used herein and not otherwise
herein defined are used as defined the form of Amended and Restated Declaration
of Trust attached as an exhibit to the Registration Statement.

     In rendering this opinion, we have examined copies of the following
documents in the forms provided to us: the Certificates of Trust of Citicorp
Capital III and Citicorp Capital IV, each as filed in the Office of the
Secretary of State of Delaware (the "State Office") on October 25, 1996, and the
Certificate of the Trust of each other Citicorp Trust, each as filed in the
State Office on January 21, 1997 (the Certificate of Trust of each Citicorp
Trust is referred to herein as a "Certificate"); the Declaration of Trust of
Citicorp Capital III and Citicorp Capital IV, each dated as of October 25, 1996,
and the Declaration of Trust of each other Citicorp Trust, each dated as of
January 21, 1997 (the Declaration of Trust of each Citicorp Trust is referred to
herein as an "Original Governing Instrument"); the Indenture dated as of
December 17, 1996 between Citicorp and Wilmington Trust Company, as Trustee, and
the form of Supplemental Indenture to be entered into in connection therewith;
the form of Preferred Securities Guarantee to be made by Citicorp with respect
to each Citicorp Trust; and the Registration Statement. In such examinations, we
have assumed the genuineness of all signatures, the conformity to original
documents of all documents submitted to us as drafts or copies or forms of
documents to be executed

<PAGE>

The Citicorp Trusts
c/o Citicorp
July 22, 1997
Page 2


and the legal capacity of natural persons to complete the execution of
documents. We have further assumed for purposes of this opinion: (i) the due
formation, organization or creation, valid existence and good standing of the
Citicorp Trusts and each entity that is a party to any of the documents reviewed
by us under the laws of the jurisdiction of its respective formation,
organization or creation; (ii) the due authorization, execution and delivery by,
or on behalf of, each of the parties thereto of the above referenced documents
with respect to each Citicorp Trust; (iii) that Citicorp, Wilmington Trust
Company and the appropriate Regular Trustees will duly authorize, execute and
deliver an amended and restated declaration of trust for each Citicorp Trust in
the form of the Amended and Restated Declaration of Trust Attached as an exhibit
to the Registration Statement (each a "Governing Instrument") and all other
documents contemplated thereby or by the Registration Statement to be executed
in connection with the creation of each Citicorp Trust and the issuance by each
such Citicorp Trust of Preferred Securities, in each case prior to the first
issuance of Preferred Securities; (iv) that the Preferred Securities of each
Citicorp Trust will be offered and sold pursuant to a prospectus and a
prospectus supplement thereto (collectively, the "Prospectus") forming a part of
the Registration Statement that will be consistent with, and accurately
describe, the terms of the applicable Governing Instrument and Preferred
Securities Guarantee relating to each such Citicorp Trust and all other relevant
documents; (v) that no event has or will occur subsequent to the filing of any
Certificate that would cause a dissolution or liquidation of any Citicorp Trust
under the applicable Original Governing Instrument or the applicable Governing
Instrument; (vi) that the activities of each Citicorp Trust have been and will
be conducted in accordance with its Original Governing Instrument or Governing
Instrument, as applicable, and the Delaware Business Trust Act, 12 Del. C.
Section 3801 et seq. (the "Delaware Act"); (vii) that each Holder of Preferred
Securities of each Citicorp Trust will make payment of the required
consideration therefor and receive a Preferred Securities Certificate in
consideration thereof in accordance with the terms and conditions of the
applicable Governing Instrument and as described in the Prospectus, and that the
Preferred Securities of each Citicorp Trust are otherwise issued and sold to the
Preferred Securities Holders of such Citicorp Trust in accordance with the
terms, conditions, requirements and procedures set forth in the applicable
Governing Instrument and as described in the Prospectus; and (viii) that the
documents examined by us, or contemplated hereby, express the entire
understanding of the parties thereto with respect to the subject matter thereof
and have not been, and, prior to the issuance of Preferred Securities by each
Citicorp Trust, will not be, modified, supplemented or otherwise amended, except
as herein referenced. No opinion is expressed with respect to the requirements
of, or compliance with, federal or state securities or blue sky laws. Further,
we express no opinion with respect to the Registration Statement or any other
offering materials relating to the Preferred Securities offered by any Citicorp
Trust and we assume no responsibility for their contents. As to any fact
material to our opinion, other than those assumed, we have relied without
independent investigation on the above

<PAGE>

The Citicorp Trusts
c/o Citicorp
July 22, 1997
Page 3

referenced documents and on the accuracy, as of the date hereof, of the matters
therein contained.

     Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that, upon issuance, the Preferred
Securities of each Citicorp Trust will constitute validly issued and, subject to
the terms of the applicable Governing Instrument, fully paid and non-assessable
beneficial interests in the assets of such Citicorp Trust. We note that pursuant
to the Governing Instrument, each Citicorp Trust may withhold amounts otherwise
distributable to a Holder of Securities in such Citicorp Trust and pay over such
amounts to the applicable jurisdictions in accordance with federal, state and
local law and any amounts withheld will be deemed to have been distributed to
such Holder and that, pursuant to the Governing Instrument, the Preferred
Security Holders of each Citicorp Trust may be obligated to make payments or
provide indemnity or security under the circumstances set forth therein.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "VALIDITY OF
SECURITIES" in the Prospectus forming a part thereof. In giving this consent, we
do not thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder. This
opinion speaks only as of the date hereof and is based on our understandings and
assumptions as to present facts, and our review of the above referenced
documents and the application of Delaware law as the same exist on the date
hereof, and we undertake no obligation to update or supplement this opinion
after the date hereof for the benefit of any person or entity with respect to
any facts or circumstances that may hereafter come to our attention or any
changes in facts or law that may hereafter occur or take effect. This opinion is
intended solely for the benefit of the addressees hereof in connection with the
matters contemplated hereby and may not be relied upon by any other person or
entity or for any other purpose without our prior written consent.


                                            Very truly yours,

                                            /S/ MORRIS, NICHOLS, ARSHT & TUNNELL