May 5, 1998



Unisys Corporation
Township Line and Union Meeting Roads
P. O. Box 500
Blue Bell, PA  19424

RE:     Registration Statement on Form S-3

Gentlemen:

I am Senior Vice President, General Counsel and Secretary of Unisys 
Corporation, a Delaware corporation (the "Company"), and have represented the 
Company, with assistance from attorneys under my supervision in the Company's 
Office of the General Counsel (the "Unisys Attorneys"), in connection with the 
preparation of a Registration Statement on Form S-3 (the "Registration 
Statement") to be filed with the Securities and Exchange Commission (the 
"Commission") in connection with the registration under the Securities Act of 
1933, as amended (the "Act"), of $385,293,412 in the aggregate of the 
Company's (a) debt securities (the "Debt Securities"), (b) common stock, par 
value $.01 per share, and associated preferred share purchase rights (the 
"Common Stock"), (c) preferred stock, par value $1 per share (the "Preferred 
Stock") and (d) warrants to purchase Debt Securities, Preferred Stock or 
Common Stock (the "Warrants" and collectively with the Debt Securities, the 
Common Stock and the Preferred Stock, the "Securities").  The Registration 
Statement will also constitute Post-Effective Amendment No. 1 to a 
Registration Statement on Form S-3 (No. 333-20373) previously filed by the 
Company and declared effective on February 19, 1997 and Post-Effective 
Amendment No. 1 to a Registration Statement on Form S-3 (No. 33-25715) 
previously filed by the Company and declared effective on January 26, 1989.  
Pursuant to Rule 429 of the rules and regulations of the Commission under the 
Act, the prospectus contained in the Registration Statement is a combined 
prospectus that also relates to an additional $314,706,588 of securities 
remaining unsold under such Registration Statements (Nos. 333-20373 and 33- 
25715).

In connection with this opinion, I or the Unisys Attorneys have reviewed (a) 
the Registration Statement, (b) the Indentures (the "Indentures") pursuant to 
which the Debt Securities are to be issued, (c) the Company's Certificate of 
Incorporation and (d) the Company's By-laws.  In addition, I or the Unisys 
Attorneys have examined such corporate records of the Company, such 
certificates of public officials, officers and representatives of the Company 
and such other certificates and instruments and have made such investigations 
of law as I or they have deemed appropriate for purposes of giving the 
opinions hereinafter expressed.

With respect to the opinions set forth below, I have assumed that, when the 
Securities are issued, sold and delivered by the Company, neither the terms of 
the Securities at the time of such issuance, sale and delivery nor any change 
in any law or regulation relating to or affecting the Company at the time of 
such issuance, sale and delivery will affect the legality, validity or binding 
nature of the Securities.  I have also assumed that the Securities will be 
issued, sold and delivered in a manner consistent with the Delaware General 
Corporation Law and the Company's Certificate of Incorporation and By-laws as 
in effect at the time of such issuance, sale and delivery.  With respect to 
the opinions set forth in paragraphs 2 and 3 below, I have assumed that the 
Company will have a sufficient number of shares of Common Stock and Preferred 
Stock, respectively, authorized for issuance and that the consideration 
received by the Company upon issuance of the shares of Common Stock and 
Preferred Stock, respectively, will be at least equal to the par value of such 
shares.

Based upon the foregoing and subject to the limitations set forth below, I am 
of the opinion that:

1. When (a) the terms of the Debt Securities have been established in 
accordance with the applicable Indenture and the resolutions of the 
Company's Board of Directors authorizing the creation, issuance and sale of 
the Debt Securities, (b) the Debt Securities have been executed and 
authenticated in accordance with the terms of the applicable Indenture and 
(c) the Debt Securities have been issued, sold and delivered as described 
in the Registration Statement and any prospectus supplement relating 
thereto (and, in the case of Debt Securities issuable upon conversion or 
exercise of other Securities, in accordance with the terms of such Security 
or the instrument governing such Security providing for such conversion or 
exercise), and in accordance with the terms of the applicable Indenture, 
the Debt Securities will be legal, valid and binding obligations of the 
Company, enforceable in accordance with their terms except as may be 
limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, 
moratorium or other similar laws affecting the enforcement of creditors' 
rights and by general principles of equity (regardless of whether such 
enforceability is considered in a proceeding in equity or at law).

2. The Common Stock when (a) authorized or reserved for issuance by, or in 
accordance with, appropriate resolutions of the Company's Board of 
Directors and (b) issued, sold and delivered as described in the 
Registration Statement and any prospectus supplement relating thereto (and, 
in the case of shares of Common Stock issuable upon conversion or exercise 
of other Securities, in accordance with the terms of such Security or the 
instrument governing such Security providing for such conversion or 
exercise) will be validly issued, fully paid and non-assessable.

3. When (a) the number and terms of any particular series of Preferred Stock 
have been established in accordance with the resolutions of the Company's 
Board of Directors authorizing the issuance and sale of Preferred Stock, 
(b) a certificate of designations conforming to the Delaware General 
Corporation Law regarding such series has been filed with the Secretary of 
State of the State of Delaware and (c) the Preferred Stock of such series 
has been issued, sold and delivered as described in the Registration 
Statement and any prospectus supplement relating thereto (and, in the case 
of shares of Preferred Stock issuable upon conversion or exercise of other 
Securities, in accordance with the terms of such Security or the instrument 
governing such Security providing for such conversion or exercise), and in 
accordance with the terms of such series, the Preferred Stock of such 
series will be validly issued, fully paid and non-assessable.

4. When (a) the terms of the Warrants have been established in accordance with 


the resolutions of the Company's Board of Directors authorizing the 
creation, issuance and sale of the Warrants, (b) the Warrant Agreement or 
Agreements relating to the Warrants have been duly authorized and validly 
executed and delivered by the Company and the Warrant Agent appointed by 
the Company, (c) the Warrants or certificates representing the Warrants 
have been executed and countersigned in accordance with the applicable 
Warrant Agreement and (d) the Warrants have been issued, sold and delivered 
as described in the Registration Statement, any prospectus supplement 
relating thereto and the applicable Warrant Agreement, the Warrants will be 
validly issued.

I hereby consent to the filing of this opinion as Exhibit 5 to the 
Registration Statement and to the reference to me under the caption "Legal 
Matters" in the prospectus contained therein.  In giving such consent, I do 
not thereby admit that I am an expert with respect to any part of the 
Registration Statement, including this exhibit, within the meaning of the term 
"expert" as used in the Act or the rules and regulations issued thereunder.

I am admitted to practice in the State of New York.  This opinion is limited 
to the laws of that State, the General Corporation Law of the State of 
Delaware and the federal laws of the United States of America.

Very truly yours,


Harold S. Barron

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