December 16, 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 part
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.

                  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 (each a  "Certificate");  the
Declaration of Trust of each Citicorp  Trust,  each dated as of October 25, 1996
(each an "Original Governing  Instrument");  the form of Indenture to be entered
into 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; the form of Common  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 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 information, 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

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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 the  Registration  Statement
and a  prospectus  supplement  that  will be  consistent  with,  and  accurately
described,   the  terms  of  the  applicable  Governing  Instrument,   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 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  Registration  Statement  and the  Prospectus  forming a part
thereof,  the applicable  Governing  Instrument  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  Governing Instrument and the applicable  prospectus  supplement;
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
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 Governing Instrument,  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

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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 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,

                                                MORRIS, NICHOLS, ARSHT & TUNNELL