EX-5
               OPINION OF LEGAL COUNSEL RE: LEGALITY

                    LANIER FORD SHAVER & PAYNE, P.C.
                             P.O. Box 2087
                       Huntsville, Alabama  35804


                            August 10, 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 Incentive Stock Option  Plan  of  1988  of Welkin
Associates,   Ltd.   (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 opinion that  the 28,335
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