Exhibit 5(b)
                          LOCKHEED MARTIN CORPORATION
                                600 THIRD AVENUE
                           NEW YORK, NEW YORK  10016



                                             June 25, 1996



Lockheed Martin Tactical Systems, Inc.
6801 Rockledge Drive
Bethesda, Maryland 20817

Ladies and Gentlemen:

     I am the Vice President and General Counsel of the Tactical Systems Sector
of Lockheed Martin Corporation, a Maryland corporation ("Lockheed Martin").
This letter is being delivered in connection with the filing with the Securities
and Exchange Commission (the "Commission") of a Current Report on Form 8-K of
Lockheed Martin in connection with the offer and sale of $500,000,000 aggregate
principal amount of Lockheed Martin's 6.625% Notes Due 1998, $550,000,000
aggregate principal amount of Lockheed Martin's 7.45% Notes Due 2004, and
$450,000,000 aggregate principal amount of Lockheed Martin's 7.70% Notes Due
2008 (collectively, the "Securities"), pursuant to a Registration Statement on
Form S-3 (Reg. No. 333-01939) (as amended, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Act"), and the guarantees (the
"Guarantees") of Lockheed Martin Tactical Systems, Inc., a New York corporation
(the "Corporation") of such Securities.  I have reviewed the Charter and By-laws
of the Corporation, the Indenture dated as of May 15, 1996, by and between
Lockheed Martin, the Corporation and First Trust of Illinois, National
Association (the "Trustee") (as supplemented or modified by the Trust Indenture
Act of 1939, collectively, the "Indenture"), the Registration Statement
(including the exhibits thereto), the Current Report on Form 8-K of Lockheed
Martin dated the date hereof (including the exhibits thereto), the corporate
proceedings of the Corporation relating to the authorization of the Guarantees
and such certificates and other documents as I have deemed necessary or
advisable for the purposes of this opinion.

     Based on the foregoing, I am of the opinion that the Guarantees 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 to Lockheed Martin for the Securities, the Guarantees will be
legally issued and will constitute valid and binding obligations of the
Corporation entitled to the benefits of the Indenture.

 
     I hereby consent to the filing of this opinion as an exhibit to the Current
Reports on Form 8-K of Lockheed Martin and the Corporation each dated the date
hereof and to the reference to me 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 my
consent, I do not thereby admit that I am in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.

                                             Very truly yours,

 
                                             /s/ WILLIAM J. LASALLE
                                             ----------------------
                                             William J. LaSalle