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SEC Filings

GATX CORP filed this Form 8-K on 11/20/2018
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Exhibit A

Opinion of Peter J. Falconer, Associate

General Counsel of GATX Corporation

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Merrill Lynch, Pierce, Fenner & Smith


One Bryant Park

New York, New York 10036

As Representatives of the Underwriters

Listed in Schedule I to the Underwriting

Agreement referred to below

Re:     GATX Corporation

 Floating Rate Senior Notes due 2021

Ladies and Gentlemen:

This opinion is being furnished pursuant to Section 5(b) of the Underwriting Agreement dated as of November 19, 2018 among GATX Corporation (the “Company”) and you, as Underwriters (the “Underwriting Agreement”), pursuant to which you are on this date purchasing, as shown in the Underwriting Agreement, an additional $100,000,000 aggregate principal amount of Floating Rate Senior Notes due 2021 of the Company. You and your counsel may rely on this opinion as contemplated by the Underwriting Agreement. Except as otherwise noted herein, all capitalized terms used herein shall have the meaning set forth, or incorporated by reference, in the Underwriting Agreement.

I am Associate General Counsel and Assistant Secretary of the Company and I or other attorneys working under my supervision have acted as counsel to the Company, together with Mayer Brown LLP whose opinion is being provided to you, in the preparation, execution and delivery of the Underwriting Agreement among you and the Company. In connection with the opinion herein, I or other legal staff working under my supervision have examined such documents, records, certificates, instruments and opinions as I have deemed relevant and necessary as a basis for my opinion expressed below. In such examination, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity with the originals of all documents submitted to me as copies. In addition, I have relied as to matters of fact upon the representations and warranties contained in the Underwriting Agreement and upon certificates of officers of the Company and certificates of public officials. I or other legal staff working under my supervision have also participated in the preparation of, and are familiar with, the Registration Statement, the Disclosure Package and the Prospectus.



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