1 EXHIBIT 5 ITT INDUSTRIES, INC. 4 West Red Oak Lane White Plains, NY 10604 December 21, 1995 ITT Industries, Inc. 4 West Red Oak Lane White Plains, NY 10604 Dear Sirs: I am familiar with the Stock Option Incentive Plan (1977), ITT Industries 1986 Incentive Stock Plans, 1994 ITT Industries Incentive Stock Plan and Substitute Stock Options (collectively, the "Plans") of ITT Industries, Inc., an Indiana corporation ("Industries"), under which shares of Industries common stock, par value $1 per share, have been authorized initially for issuance (the "Shares"). I have acted as counsel to Industries in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (the "Registration Statement") with respect to the registration of the Shares under the Act. In this connection, I have examined such records, documents and proceedings as I have deemed relevant and necessary as a basis for the opinion expressed herein. Based upon the foregoing, I am of the opinion that Shares have been duly authorized for issuance under the Plans by all proper corporate action and, when such Shares have been issued pursuant to the provisions of the Plans as set forth in the Registration Statement and Industries' policies relating thereto, and any conditions or restrictions relating thereto shall have been satisfied, such Shares will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ ROBERT W. BEICKE Robert W. Beicke Vice President, Associate General Counsel and Assistant Secretary