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SEC Filings

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

Opinion of Mayer Brown LLP

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:

We have acted as counsel to GATX Corporation, a New York corporation (the “Company”), in connection with the issuance of an additional $100,000,000 aggregate principal amount of Floating Rate Senior Notes due 2021 (the “Securities”) of the Company to be sold to you today, and in connection with the preparation, execution and delivery of the Underwriting Agreement dated November 19, 2018 (the “Underwriting Agreement”), among the Company and you, as Underwriters, with respect to the Securities.

This opinion is being delivered to you pursuant to Section 5(c) of the Underwriting Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in, or incorporated by reference in, the Underwriting Agreement.

In rendering the opinions expressed herein, we have examined a signed copy of the Underwriting Agreement, the Registration Statement, the Indenture, the preliminary prospectus, the Disclosure Package, the Prospectus and the global certificates representing the Securities (each as defined in the Underwriting Agreement). We have also examined such other documents and instruments and have made such further investigations as we have deemed necessary or appropriate in connection with this opinion.

In expressing the opinions set forth below, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, conformed or photostatic copies and the legal competence of each individual executing any document. As to all parties, we have assumed the due authorization, execution and delivery of all documents and the validity and enforceability thereof against all parties thereto, other than the Company, in accordance with their respective terms. With respect to matters stated to be based on our knowledge, our opinion is based on such information as has come to the actual attention of the attorneys in our firm who have performed substantive legal services for the Company.



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