Exhibit 5.2


                                DAVIS WRIGHT TREMAINE



                                    April 21, 1997

NEXTLINK Communications, Inc.
155 108th Avenue N.E., 8th Floor
Bellevue, Washington 98004

Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022

         Re: Registration Statement on Form S-4


Ladies and Gentlemen:

         We have acted as special Washington counsel to NEXTLINK
Communications, Inc., a Washington corporation (the "Company"), in connection
with the registration statement on Form S-4, filed with the Securities and
Exchange Commission on March 14, 1997 (the "Registration Statement") relating to
the offer to exchange one 14% Senior Exchangeable Redeemable Preferred Share
(collectively, the "New Preferred Shares") for each of the outstanding 14%
Senior Exchangeable Redeemable Preferred Shares that were issued and sold in a
transaction exempt from registration under the Securities Act of 1933, as
amended (the "Old Preferred Shares").  The exchange will be made pursuant to an
exchange offer (the "Exchange offer") contemplated by the Registration
Statement.  The Registration Statement also registers the Company's 14% Senior
Subordinated Notes due 2009 (the "Exchange Notes") to be issued under an
Indenture (the "Indenture") between the Company and the United States Trust
Company of New York, as trustee (the "Trustee") , the form of which is filed as
an exhibit to the Registration Statement.  Capitalized terms used herein that
are not otherwise defined have the meanings ascribed thereto as set forth in the
Registration Statement.

         We have examined such documents, papers, statutes and authorities as
we have deemed necessary to form a basis for the opinions hereinafter expressed.
We have assumed the genuineness 




 NEXTLINK Communications, Inc.
 Willkie Farr & Gallagher
 April 21, 1997
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of all signatures, the authenticity of documents, certificates and records
submitted to us as originals, the conformity to the originals of all documents,
certificates and records submitted to us as copies, the legal capacity of all
natural persons executing documents, certificates and records, and the
completeness and accuracy as of the date of this opinion letter of the
information contained in such documents, certificates and records.

         Based upon the foregoing, we are of the opinion that:

         1.   The Company is duly formed and validly existing under the laws of
              the State of Washington.

         2.   The execution and delivery of the Indenture have been duly
              authorized by the Company.

         3.   The execution and delivery of the Exchange Notes have been duly
              authorized by the Company.

         4.   The New Preferred Shares have been duly authorized and, when duly
              executed by the proper officers of the Company, duly
              countersigned by the Transfer Agent and issued by the Company in
              accordance with the terms of the Exchange Offer, will be validly
              issued, fully paid and nonassessable.

         This opinion is limited to the laws of the State of Washington and the
federal laws of the United States of the type typically applicable to
transactions contemplated by the Exchange Offer, and we do not express any
opinion with respect to the laws of any other country, state or jurisdiction.

         This opinion letter is limited to the matters stated herein and no
opinion is implied or may be inferred beyond the matters expressly stated.

         This letter speaks only as of the date hereof and is limited to
present statutes, regulations and administrative and judicial interpretations. 
We undertake no responsibility to update or supplement this letter after the
date hereof.




 NEXTLINK Communications, Inc.
 Willkie Farr & Gallagher
 April 21, 1997
 Page 3


         We consent to being named in the Registration Statement and related
Prospectus as counsel who are passing upon the legality of the New Preferred
Shares and Exchange Notes for the Company and to the reference to our name under
the caption "Legal Matters" in such Registration Statement and Prospectus.  We
further consent to your filing copies of this opinion as an exhibit to the
Registration Statement or any amendment thereto.  In giving such consents, we do
not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.  Subject to the foregoing, this
opinion letter may be relied upon by you only in connection with the Exchange
Offer and may not be used or relied upon by you for any other purpose or by any
other person for any purpose whatsoever without, in each instance, our prior
written consent.


                                       Very truly yours,

                                       DAVIS WRIGHT TREMAINE