Exhibit 8.1


                 [LETTERHEAD OF KING & SPALDING APPEARS HERE]



                               January 20, 1998

Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817

          Re:  Registration Statement on Form S-4 of Lockheed Martin Corporation
               with respect to the Federal Income Tax Consequences of Merger of
               Hurricane Sub, Inc. with and into Northrop Grumman Corporation
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Ladies and Gentlemen:

     This opinion is delivered to you in connection with the Registration
Statement on Form S-4 to be filed with the Securities and Exchange Commission by
Lockheed Martin Corporation ("Lockheed Martin") in connection with the proposed
merger (the "Merger") of a wholly owned subsidiary of Lockheed Martin with and
into Northrop Grumman Corporation ("Northrop Grumman"), with Northrop Grumman
surviving the Merger. We have reviewed the tax disclosure set forth in the Joint
Proxy Statement/Prospectus which is included in the Registration Statement (the
"Joint Proxy Statement'). Based upon and subject to the qualifications,
limitations and assumptions set forth below and contained in the portion of the
Joint Proxy Statement captioned "Certain Federal Income Tax Consequences," that
portion of the Joint Proxy Statement captioned "Certain Federal Income Tax
Consequences" constitutes our opinion concerning the principal federal income
tax consequences of the Merger. No opinion is expressed on any matters other
than those specifically referred to herein.

     This letter is furnished by us as counsel for Lockheed Martin, is for the
benefit of Lockheed Martin in connection with the Joint Proxy Statement, and may
not be otherwise used for any other purpose without our prior express written
consent.

     In rendering the opinion set forth above, we have relied upon the facts
stated in the Joint Proxy Statement, such other documents as we have deemed
appropriate, and the representations of Lockheed Martin and Northrop Grumman
referred to in the Joint Proxy Statement. This opinion is based on current
authorities and upon facts and assumptions as of this date, including the
receipt of certain representations that are complete and accurate in all
material respects to be provided by Lockheed Martin and Northrop Grumman to us
prior to the effective time of the Merger. It is subject to change in the event
of a change in the applicable law or a change in the interpretation of such law
by the courts or by the Internal


 
Lockheed Martin Corporation
January 20, 1998
Page 2


     Revenue Service. We are not aware of any legislation that has been
     introduced in, or otherwise proposed to, the United States Congress, or any
     proposed changes in regulations, that would affect our opinion. There can
     be no assurance that legislative or administrative changes or court
     decisions will not be forthcoming that would significantly modify this
     opinion. Any such changes may or may not be retroactive with respect to
     transactions prior to the date of such changes. This opinion has no
     binding effect or official status, and accordingly no assurance can be
     given that the position set forth herein will be sustained by a court, if
     contested. No ruling will be obtained from the Internal Revenue Service
     with respect to the Merger.

           We consent to the filing of this opinion as an exhibit to the
     Registration Statement and to the use of our name under the caption
     "Certain Federal Income Tax Consequences" in the Joint Proxy Statement. In
     giving such consent, we do not thereby admit that we are in the category of
     persons whose consent is required under Section 7 of the 1933 Act.


                                 Very truly yours,
                                 /s/King & Spalding
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