Exhibit 5.1

                                                 [Allegheny Teledyne, Inc. logo]
                                                 1000 Six PPG Place
                                                 Pittsburgh, PA  15222-5479


                               February 10, 1998



Jon D. Walton
Senior Vice President
General Counsel and Secretary
Allegheny Teledyne Incorporated
1000 Six PPG Place
Pittsburgh, PA  15222-5479

      RE:   REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

      I am Senior Vice  President,  General  Counsel and  Secretary of Allegheny
Teledyne  Incorporated,  a Delaware corporation (the "Registrant"),  and in such
capacity  I have  acted as  counsel to the  Registrant  in  connection  with the
Registrant's  Registration Statement on Form S-8 (the "Registration  Statement")
to be  filed  with  the  Securities  and  Exchange  Commission  relating  to the
registration  under the Securities  Act of 1933, as amended,  of an aggregate of
2,000,000 shares (the "Shares") of the Registrant's Common Stock, par value $.10
per share,  in connection  with the Allegheny  Teledyne  Employee Stock Purchase
Plan, formerly known as the Teledyne, Inc.
Employee Stock Purchase Plan (the "Plan").

      I am familiar with the  Registration  Statement  and the Plan,  and I have
examined  the  Registrant's   Restated  Certificate  of  Incorporation  and  the
Registrant's  Amended and  Restated  By-Laws.  I have also  examined  such other
public and corporate documents, certificates, instruments and corporate records,
and such  questions of law, as I have deemed  necessary or  appropriate  for the
purpose of this opinion.

      Based on the foregoing,  I am of the opinion that the Shares,  when issued
in accordance with the Plan, will be duly authorized, validly issued, fully paid
and nonassessable.

      I hereby  consent  to the filing of this  opinion  as  Exhibit  5.1 to the
Registration Statement.

                                    Yours truly,

                                    /s/ Jon D. Walton
                                    ---------------------------
                                    John D. Walton