March 13, 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 X,
Citicorp Capital XI, Citicorp Capital XII, Citicorp Capital XIII and Citicorp
Capital XIV, 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
in connection with the Exchange and pursuant to the Citicorp Trusts'
Registration Statement No. 333-21143 (and the Prospectus forming a part thereof)
on Form S-3 filed with the Securities and Exchange Commission on February 5,
1997, as amended by Pre-Effective Amendment No. 1 thereto to be filed on or
about the date hereof (as so amended, the "Registration Statement"). Capitalized
terms used herein and not otherwise herein defined are used as defined in 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 January 30, 1997 (the Certificate of Trust of each Citicorp
Trust is referred to herein as a "Certificate"); the Declaration of Trust of
each

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Citicorp Trust, each dated as of January 27, 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 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 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
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 Person that will
acquire Preferred Securities of each Citicorp Trust in the Exchange relating to
such Citicorp Trust will validly tender Depositary Shares related to such
Citicorp Trust in exchange therefor, that the Depositary Shares so tendered will
be duly accepted, and that each such Person


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March 13, 1997
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will duly receive Capital Security Certificates of the appropriate Citicorp
Trust in consideration therefor, all 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 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

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March 13, 1997
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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