April 1, 2002



Unisys Corporation
Unisys Way
Blue Bell, PA 19424

RE:   Registration Statement on Form S-3

Ladies and Gentlemen:

I am Senior Vice President, General Counsel and Secretary of Unisys Corporation,
a Delaware corporation (the "Company"). I, or other attorneys in the Company's
Office of the General Counsel (the "Unisys Attorneys"),  have represented the
Company in connection with the preparation of a Registration Statement on Form
S-3 (the "Registration Statement") to be filed by the Company and by Unisys
Capital Trust I and Unisys Capital Trust II (the "Trusts") with the Securities
and Exchange Commission (the "Commission") in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of $1,350,000,000 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"), (d) warrants to purchase Debt Securities, Preferred Stock or
Common Stock (the "Warrants"), (e) contracts to purchase shares of Common Stock
(the "Purchase Contracts"), (f) stock purchase units consisting of a Purchase
Contract and a Debt Security, Preferred Stock, a trust preferred security of a
Trust ("Trust Preferred Securities") or a debt obligation of a third party
("Purchase Units") and (g) guarantees of trust preferred securities (the
"Guarantees"). The Debt Securities, the Common Stock, the Preferred Stock, the
Warrants, the Purchase Contracts, the Purchase Units and the Guarantees are
hereinafter collectively referred to as the "Securities." The Registration
Statement will also constitute Post-Effective Amendment No. 1 to a Registration
Statement on Form S-3 (No. 333-51885) previously filed by the Company and
declared effective on June 10, 1998. 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 $150,000,000 of securities remaining unsold under such Registration
Statement (No. 333-51885).

In connection with this opinion, I or the Unisys Attorneys have reviewed (a) the
Registration Statement, (b) the forms of 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 applicable Indenture has been executed and delivered by the
Company and the Trustee named therein, (b) 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 issuance and sale of the
Debt Securities, (c) the Debt Securities have been executed and authenticated in
accordance with the terms of the applicable Indenture and (d) 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 constitute valid and
legally binding obligations of the Company, enforceable against the Company in
accordance with their terms.

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
resolutions of the Company's Board of Directors, (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 named therein, (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 constitute valid and legally binding obligations of
the Company, enforceable against the Company in accordance with their terms.

5. When (a) the terms of the Purchase Contracts have been established in
accordance with resolutions of the Company's Board of Directors, (b) the
Purchase Contract Agreement or Agreements relating to the Purchase Contracts
have been duly authorized and validly executed and delivered by the Company and
the Purchase Contract Agent named therein, (c) the Purchase Contracts have been
executed in accordance with the applicable Purchase Contract Agreement and (d)
the Purchase Contracts have been issued, sold and delivered as described in the
Registration Statement, any prospectus supplement relating thereto and the
applicable Purchase Contract Agreement, the Purchase Contracts will constitute
valid and legally binding obligations of the Company, enforceable against the
Company in accordance with their terms.

6. When (a) the terms of the Purchase Units have been established in accordance
with resolutions of the Company's Board of Directors, (b) with respect to
Purchase Contracts and any Debt Securities or Preferred Stock that are
components of the Purchase Units, the actions enumerated in paragraphs 5, 1 and
3 above have been taken, (c) any Trust Preferred Securities that are a component
of the Purchase Units have been duly authorized and validly executed, issued and
delivered as described in the Registration Statement and any prospectus
supplement relating thereto and in accordance with the governing documents of
the applicable Trust, (d) the Purchase Unit has been duly authorized and validly
executed by the Company, and (e) the Purchase Units have been issued, sold and
delivered as described in the Registration Statement and any prospectus
supplement relating thereto, the Purchase Units will constitute valid and
legally binding obligations of the Company, enforceable against the Company in
accordance with their terms.

7. When (a) the terms of the Guarantees have been established in accordance with
resolutions of the Company's Board of Directors, (b) any Trust Preferred
Securities that are the subject of a Guarantee have been duly authorized and
validly executed, issued and delivered as described in the Registration
Statement and any prospectus supplement relating thereto and in accordance with
the governing documents of the applicable Trust, (c) the Guarantee Agreement or
Agreements relating to the Guarantees have been duly authorized

and validly executed by the Company and the Guarantee Trustee named therein, and
(e) the Guarantees have been issued and delivered as described in the
Registration Statement and any prospectus supplement relating thereto, the
Guarantees will constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms.

The opinions set forth in paragraph 1 and in paragraphs 4 through 7 above are
subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, (ii) general equitable principles (whether
considered in a proceeding in equity or at law), and (iii) an implied covenant
of good faith and fair dealing.

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 Commonwealth of Pennsylvania. This opinion is
limited to the laws of that Commonwealth, the General Corporation Law of the
State of Delaware and the federal laws of the United States of America.

Very truly yours,


Nancy Straus Sundheim