Exhibit 5

                                 May 4, 2004


The Board of Directors
VSE Corporation
2550 Huntington Avenue
Alexandria, Virginia 22303

Gentlemen:

     We have acted as counsel to VSE Corporation, a Delaware corporation (the
"Company"), with respect to the Company's Registration Statement on Form S-8,
filed by the Company with the Securities and Exchange Commission in connection
with the registration under the Securities Act of 1933, as amended, of an
aggregate of 400,000 shares of Common Stock, par value $.05 per share (the
"Shares"), which are subject to the VSE Corporation 2004 Stock Option Plan
(the "Option Plan") and the VSE Corporation 2004 Non-Employee Directors Stock
Plan (the "Directors Plan" and, together with the Option Plan, the "Plans").

     As counsel to the Company, we have examined such records and documents
of the Company, as well as relevant statutes, regulations, published rulings
and such questions of law, as we considered necessary or appropriate for the
purpose of this opinion.

     Based on the foregoing, we are of the opinion that the 400,000 Shares
subject to the Plans, when issued or delivered and paid for in accordance with
the terms of the Plans, will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement.  In giving this consent, we do not hereby 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 General Rules and Regulations
thereunder.

                                 Very truly yours,


                                 ARENT FOX PLLC