OPINION OF LEGAL COUNSEL RE: LEGALITY

                        LANIER FORD SHAVER & PAYNE, P.C.
                                  P.O. BOX 2087
                            HUNTSVILLE, ALABAMA 35804


                                September 22, 1999




Nichols Research Corporation
4090 Memorial Parkway, South
Huntsville, Alabama  35815-1502

Ladies and Gentlemen:

     As  counsel   for  Nichols   Research   Corporation   (herein   called  the
"Corporation"),  we are familiar with the records of the proceedings by which it
was  organized,  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,  the
proceedings by which the Nichols  Research  Corporation  1988  Employees'  Stock
Purchase  Plan (herein  called the "Plan") and the  amendments  to the Plan were
authorized  and adopted by the Board of  Directors of the  Corporation,  and the
proceedings by which the Plan and the amendments to the Plan were authorized and
approved by the stockholders of 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:

     1. The Corporation has been duly  incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware; and

     2. The amendments to the Plan were duly and validly authorized and adopted,
and the additional 1,000,000 shares of common stock of the par value of one cent
($.01)  each of the  Corporation  that may be issued  and sold from time to time
upon the exercise of options  granted in accordance  with the  amendments to the
Plan will be duly authorized for issuance and will,  when issued,  sold and paid
for in  accordance  with the Plan and for a price not less than one cent  ($.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  amendments 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,  as  amended,  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

EWA/sb