EXHIBIT 5.1

                      [LETTERHEAD OF DAVIS POLK & WARDWELL]

                                                      March 29, 2000

The LTV Corporation
200 Public Square
Cleveland, OH 44114

Ladies and Gentlemen:

         We have acted as special counsel to The LTV Corporation, a Delaware
corporation (the "Company"), in connection with the Company's offer (the
"Exchange Offer") to exchange its 11 3/4% Senior Notes due 2009 (the "New
Notes") for any and all of its outstanding 11 3/4% Senior Notes due 2009 (the
"Old Notes").

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary or advisable
for the purpose of rendering this opinion.

         Upon the basis of the foregoing and assuming the due execution and
delivery of the New Notes, we are of the opinion that the New Notes, when
executed, authenticated and delivered in exchange for the Old Notes in
accordance with the Exchange Offer will be valid and binding obligations of the
Company enforceable in accordance with their terms, except as the foregoing may
be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws
affecting creditors' rights generally and general principles of equity,
regardless of whether enforcement is sought in a proceeding at law or in equity.

         We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the General
Corporation Law of the State of Delaware.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Exchange Offer. We also consent to the
reference to us under the caption "Legal Matters" in the Prospectus contained in
such Registration Statement.

         This opinion is rendered to you in connection with the above matter and
may not be relied upon for any other purpose.


                                                     Very truly yours,

                                                     /s/ Davis Polk & Wardwell