ARCO [LOGO]                    515 South Flower Street
                               Los Angeles, California 90071
                               Telephone 213 486-1774
 
                               F. X. McCormack
                               Senior Vice President
                               and General Counsel
 
May 4, 1994
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
 
RE: REGISTRATION STATEMENT ON FORM S-3
 
Ladies and Gentlemen:
 
I am familiar with all corporate and other proceedings taken by Atlantic
Richfield Company, a Delaware corporation ("Company"), in connection with the
authorization of up to 39,921,400 of its    % Exchangeable Notes due 199  (the
"Exchangeable Notes"). For purposes of registering the Exchangeable Notes, the
aggregate principal amount is deemed to be $958 million, as set forth on the
cover page of the Registration Statement.
 
I am of the opinion that Exchangeable Notes have been duly authorized and, when
the securities have been executed and authenticated in the manner set forth in
the Indenture and issued and delivered in the manner set forth in the Indenture
against payment therefor, the Notes will have been validly executed,
authenticated, issued, and delivered, will constitute the legal, valid, and
binding obligations of the Company, will (subject to applicable bankruptcy,
insolvency, and other laws affecting the enforceability of creditors' rights
generally and to general principles of equity) be enforceable as to the Company
in accordance with their terms, and will be entitled to the benefits provided
by the Indenture.
 
I hereby consent to the references to me under the heading "Legal Opinion" in
the Prospectus to be filed as a part of the Registration Statement and to the
filing of this opinion or copies thereof as an Exhibit to the Registration
Statement.
 
Very truly yours,
 
s/ FRANCIS X. McCORMACK
 
Francis X. McCormack
 
                                   EXHIBIT 5