July 22, 1997


Citicorp
399 Park Avenue
New York, NY  10043

Ladies and Gentlemen:

This opinion is being provided by the undersigned, as an Associate General
Counsel of Citibank, N.A. I have acted as counsel to Citicorp in connection with
the filing with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), of a
Registration Statement on Form S-3, which also constitutes Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3, File No. 333-20803
(together, the "Registration Statement"), for the purpose of registering under
the Securities Act Citicorp's common stock, par value $1.00 per share ("Common
Stock"), series of preferred stock ("Preferred Stock"), which may be issuable in
the form of depositary receipts representing depositary shares ("Depositary
Shares"), series of notes, which may be issued as senior notes, subordinated
notes or junior subordinated notes (the "Notes"), warrants (the "Warrants"),
guarantees of capital securities of certain trusts (the "Guarantees") and
certain other securities.

I or attorneys under my supervision have examined originals or copies, certified
or otherwise identified to my satisfaction, of such corporate records of
Citicorp and other documents, agreements and instruments, and have made such
investigations of law, as I have deemed appropriate as a basis for the opinions
expressed below. In arriving at the opinions expressed below, I have assumed
that the signatures on all documents that I have examined are genuine.

On the basis of the foregoing, I am of the opinion that, when the Registration
Statement has been filed and has become effective under the Securities Act:

(1)     When shares of Common Stock or Preferred Stock or Depositary Shares have
        been duly issued and sold in the manner contemplated by the Registration
        Statement (including upon exercise of any Warrant or the conversion of
        any Note or share of Preferred Stock), such shares will be legally
        issued, fully paid and non-assessable and the Depositary Shares so
        issued will be entitled to the rights under, and the benefits of, the
        deposit agreement under which they have been issued.

(2)     When the Notes have been duly issued and sold in the manner contemplated
        by the Registration Statement (including upon exercise of any Warrant),
        and assuming due

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Citicorp
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July 22, 1997


        authentication thereof by the trustee or by the authenticating agent, if
        any, in accordance with the provisions of the indenture under which such
        Notes have been issued, the Notes will constitute valid and legally
        binding obligations of Citicorp, enforceable in accordance with their
        terms, subject, as to enforceability, to bankruptcy, insolvency,
        reorganization and other similar laws relating to or affecting
        creditors' rights generally and to general equity principles.

(3)     When the Warrants have been duly issued and sold in the manner
        contemplated by the Registration Statement, and assuming due
        countersignature thereof by the warrant agent in accordance with the
        provisions of the applicable warrant agreement, the Warrants will
        constitute valid and legally binding obligations of Citicorp,
        enforceable in accordance with their terms, subject, as to
        enforceability, to bankruptcy, insolvency, reorganization and other
        similar laws relating to or affecting creditors' rights generally and to
        general equity principles.

(4)     When the Guarantees have been duly issued and delivered in the manner
        contemplated by the Registration Statement, the Guarantees will
        constitute valid and legally binding obligations of Citicorp,
        enforceable in accordance with their terms, subject, as to
        enforceability, to bankruptcy, insolvency, reorganization and other
        similar laws relating to or affecting creditors' rights generally and to
        general equity principles.

The opinions expressed herein are limited to the laws of the State of New York,
the General Corporation Law of the State of Delaware and the federal laws of the
United States of America.

I hereby consent to the use and filing of this opinion as an exhibit to the
Registration Statement and to the reference to this opinion under the heading
"Validity of Securities" in any prospectus filed in connection with the
Registration Statement. In giving such consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Stephen E. Dietz, Esq.