Exhibit 5(a)
MILES & STOCKBRIDGE,
A PROFESSIONAL CORPORATION
10 LIGHT STREET
BALTIMORE, MARYLAND 21202
June 25, 1996
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Ladies and Gentlemen:
We have acted as counsel to Lockheed Martin Corporation, a Maryland
corporation (the "Corporation"), in connection with the filing of a Registration
Statement on Form S-3 (Reg. No. 333-01939) under the Securities Act of 1933, as
amended (the "Act"), in respect of the Corporation's Debt Securities to be
issued from time to time pursuant to Rule 415 under the Act and the offer and
sale of $500,000,000 aggregate principal amount of the Corporation's 6.625%
Notes Due 1998, $550,000,000 aggregate principal amount of the Corporation's
7.45% Notes Due 2004, and $450,000,000 aggregate principal amount of the
Corporation's 7.70% Notes Due 2008 (collectively, the "Securities"). Payments
in respect of the Securities are guaranteed by Lockheed Martin Tactical Systems,
Inc., a New York corporation and a wholly owned subsidiary of the Corporation
(the "Guarantor"). In this capacity we have reviewed the Charter and By-Laws of
the Corporation, the Indenture dated as of May 15, 1996, by and among the
Corporation, the Guarantor and First Trust of Illinois, National Association
(the "Trustee") (as supplemented or modified by the Trust Indenture Act of 1939,
the "Indenture"), the Registration Statement (including the exhibits thereto),
the Current Report on Form 8-K of the Corporation dated the date hereof, the
corporate proceedings of the Corporation relating to the authorization of the
issuance of the Debt Securities and the Securities, and such certificates and
other documents as we deemed necessary or advisable for the purposes of this
opinion.
Based on the foregoing, we are of the opinion that the Securities have been
duly and validly authorized by the Corporation, and upon proper execution,
authentication and delivery in accordance with the terms of the Indenture
against payment therefor, the Securities will be legally issued and will
constitute valid and binding obligations of the Corporation entitled to the
benefits of the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
Current Reports on Form 8-K of the Corporation and the Guarantor each dated the
date hereof and to the reference to us under the heading "Validity" in the
Prospectus dated May 10, 1996 and under the heading "Validity of the Offered
Debt Securities" in the Prospectus Supplement dated June 21, 1996. In giving
our consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
Miles & Stockbridge,
a Professional Corporation
By: /s/ GLENN C. CAMPBELL
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Principal