August 16, 1996



Industrial Training Corporation
13515 Dulles Technology Drive
Herndon, Virginia 22071

Ladies and Gentlemen:

     You have requested our opinion as counsel to Industrial Training
Corporation, a corporation organized under the laws of Maryland with its
headquarters located in Herndon, Virginia ("Company"), in connection with
the offering by the Company to the public of 1,207,500 shares of the
Company's common stock, $0.10 par value ("Shares").

     We have participated in the preparation of a registration statement
on Form SB-2 ("Registration Statement") and the prospectus included therein
("Prospectus") relating to the Company's issuance of shares, and in
connection therewith, have examined and relied upon the originals or copies
of such records, agreements, documents and other instruments, the Articles
of Incorporation of the Company, as amended ("Articles"), the Bylaws of the
Company, the minutes of the meetings of the board of directors of the
Company to date relating to the authorization and issuance of the Shares and
have made such inquiries of such officers and representatives as we have
deemed relevant and necessary as the basis for the opinion hereinafter set
forth.  In such examination, we have assumed, without independent
verification, the genuineness of all signatures (whether original or
photostatic), the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, and the conformity to authentic
original documents of all documents submitted to us as certified or 
photostatic copies.  We have assumed, without independent verification, the
accuracy of the relevant facts stated therein.

     As to any other facts material to the opinion expressed herein that
were not independently established or verified, we have relied upon
statements and representations of officers and employees of the Company.

     Based upon the foregoing and subject to the qualifications set
forth below, we are of the opinion that, on the basis of such examination,
the Company has been duly organized and is validly existing under the laws
of Virginia and that the Company has authority to issue up to 4,000,000
Shares, each having $0.10 par value.  It also is our opinion that the Shares
referred to in the Registration Statement, when issued and sold as
contemplated in the Registration Statement, will be legally issued, fully
paid and non-assessable and no personal liability will attach to the
ownership of such Shares.

     We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and we consent to the reference to our firm under
the caption "Legal Opinions" in the Prospectus.

     The foregoing opinion is being furnished to, and is solely for the
benefit of, the addressee named above and except with our prior consent, is
not to be used, circulated, quoted, published or otherwise referred to or
disseminated for any other purpose or relied upon by any person or entity
other than said addressee.

                              Very truly yours,

                              KIRKPATRICK & LOCKHART LLP


                              By:_______________________
                                 Thomas F. Cooney, III