Exhibit 5(b)






                               November ___, 1996



Citicorp Capital I
Citicorp Capital II
Citicorp Capital III
Citicorp Capital IV
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
I, Citicorp  Capital II,  Citicorp  Capital III and Citicorp  Capital IV, 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  Registration  Statement No.  333-14917 (and the  Prospectus  forming a party
thereof)  on Form S-3 filed  with the  Securities  and  Exchange  Commission  on
October 28, 1996,  as amended by  Pre-effective  Amendment  No. 1 thereto (as so
amended,  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 (the
"Governing Instrument").

                  In rendering  this  opinion,  we have  examined  copies of the
following  documents in the forms  provided to us: the  Certificate  of Trust of
each  Citicorp  Trust,  each as filed in the Office of the Secretary of State of
Delaware  (the  "State   Office")  on  October  25,  1996   (collectively,   the
"Certificates" and each individually,  a "Certificate");  a Declaration of Trust
of the Trusts,  each dated as of October 25,  1996;  the form of Indenture to be
entered into between Citicorp and Wilmington Trust Company, as Trustee; the form
of Preferred  Securities  Guarantee to be made by Citicorp  with respect to each
Trust;  the form of Common  Securities  Guarantee  to be made by  Citicorp  with
respect to each Trust; and

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Citicorp Capital I
Citicorp Capital II
Citicorp Capital III
Citicorp Capital IV
November    , 1996
Page 2

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 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  Governing  Instrument  and all  other  documents  contemplated
thereby  or by the  Registration  Statement,  in each  case  prior to the  first
issuance of Preferred Securities by such Citicorp Trust; (iv) that the Preferred
Securities  of each  Citicorp  Trust will be offered  and sold  pursuant  to the
Registration Statement and a prospectus supplement that will be consistent with,
and accurately  describe,  the terms of the amended and restated declaration of
trust, Preferred Securities Guarantee,  and Common 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  amended and restated  declaration  of
trust;  (vi) that the  activities of each  Citicorp  Trust have been and will be
conducted in accordance  with the applicable  Original  Governing  Instrument or
amended and restated  declaration of trust 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  received a  Preferred  Securities  Certificate  in
consideration  thereof  in  accordance  with the  terms  and  conditions  of the
Registration Statement and the Prospectus forming a part thereof, the applicable
amended  and  restated  declaration  of  trust  and  the  applicable  prospectus
supplement,  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 Registration  Statement and the Prospectus  forming a part thereof,
the  applicable  amended and restated  declaration  of trust and the  applicable
prospectus  supplement;  and  (viii)  that  the  documents  examined  by us,  or
contemplated  hereby,  expressed the entire understanding of the parties thereto
with respect to the

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Citicorp Capital I
Citicorp Capital II
Citicorp Capital III
Citicorp Capital IV
November    , 1996
Page 3

subject  matter thereof and have not been  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 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 out opinion that,  upon  issuance,  the Preferred
Securities of each Citicorp Trust will constitute validly issued and, subject to
the terms of the applicable  amended and restated  declaration  of trust,  fully
paid and  non-assessable  beneficial  interests  in the assets of such  Citicorp
Trust. We note that pursuant to Section 11.04 of the Governing Instrument,  each
Citicorp  Trust may  withhold  amounts  otherwise  distributable  to a holder of
Securities  in such  Citicorp  Trust  and pay  over  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 addressee hereof
in connection with the matters contemplated hereby and may not be relied upon by
any

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Citicorp Capital I
Citicorp Capital II
Citicorp Capital III
Citicorp Capital IV
November    , 1996
Page 4

other   person or  entity  or for  any  other  purpose without our prior written
consent.


                                         Very truly yours,

                                         MORRIS,  NICHOLS, ARSHT & TUNNELL