June  1,  2000


Securities  and  Exchange  Commission
Judiciary  Plaza
450  Fifth  Street,  N.W.
Washington,  D.C.  20549

RE:     ABC-NACO  INC.  --  REGISTRATION  OF
        COMMON  STOCK,  PAR  VALUE  $0.01  PER  SHARE,  ON  FORM  S-3
        -------------------------------------------------------------

Ladies  and  Gentlemen:

     I  am  Vice  President,  General  Counsel and Secretary of ABC-NACO Inc., a
Delaware  corporation  (the  "Company"),  and  have  served  in that capacity in
connection  with  the  Company's  filing of a Registration Statement on Form S-3
(the  "Registration  Statement")  relating to the registration by the Company of
311,110  shares  of its common stock, $0.01 par value (together with the related
preferred  stock purchase rights, the "Common Stock"), to be offered and sold by
certain shareholders of the Company, as more fully described in the Registration
Statement.

     In  this  connection,  I  have  examined  such documents and have made such
factual  and  legal  investigations as I have deemed necessary or appropriate in
order  to  enable  me  to  render  the  opinion  contained  herein.

     Based  on  the  foregoing,  it is my opinion that the Common Stock has been
duly  authorized,  legally  issued,  fully  paid  and  nonassessable.

     I  hereby  consent  to  the  filing  of  this  opinion as an exhibit to the
Registration  Statement.

Very  truly  yours,

ABC-NACO  Inc.

By:  /s/  Mark  F.  Baggio
     ---------------------
     Mark  F.  Baggio
     Vice  President,  General  Counsel
     and  Secretary