EX-5
               OPINION OF LEGAL COUNSEL RE: LEGALITY

                    Lanier Ford Shaver & Payne, P.C.
                             P.O. Box 2087
                         Huntsville, AL  35804

                            July 27, 1998


Nichols Research Corporation
4040 Memorial Parkway, S.
Huntsville, Alabama 35802

Gentlemen and Ladies:

     As  counsel  for  Nichols  Research  Corporation  (herein  called  the
"Corporation"),  we  are  familiar  with  the records of the proceedings by
which its Certificate of Incorporation has  from time to time been amended,
the records of the proceedings by which the shares of its common stock have
from time to time been issued, and the proceedings by which the outstanding
options  granted  under the Nichols TXEN Corporation Key Employee Incentive
Stock  Option  Plan  (herein   called  the  "Plan")  were  assumed  by  the
Corporation.

     We have also reviewed such  documents  and  records  as we have deemed
necessary to enable us to express an informed opinion with  respect  to the
matters covered hereby.

     Based upon the foregoing, we are of the option that  the 16,861 shares
of  common stock of the par value of $.01 each of the Corporation that  may
be issued  and  sold from time to time upon the exercise of options granted
in accordance with  the Plan will be duly authorized for issuance and will,
when issued, sold and  paid for in accordance with the Plan and for a price
of  not  less than $.01 per  share,  be  validly  issued,  fully  paid  and
nonassessable, and no personal liability will attach to the holders thereof
under the  laws  of  the  State  of  Delaware  in  which the Corporation is
incorporated and in the State of Alabama in which its  principal  place  of
business is located.

     We hereby consent to the use of our name in the Registration Statement
(Form  S-8),  pertaining  to  the  Plan  as counsel who has passed upon the
legality of the shares of common stock that  may  be  issued and sold under
the  Plan,  and  to the use of this opinion as a part of such  Registration
Statement as required  by  Section  7  of  the  Securities  Act of 1933, as
amended.

                         Sincerely,

                         LANIER FORD SHAVER & PAYNE P.C.

                              Elizabeth W. Abel
                         By:_______________________________
                              Elizabeth W. Abel
                              Member-Shareholder