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                                                                     EXHIBIT 5.2
                February   , 1994
 
                USX Corporation
                600 Grant Street
                Pittsburgh, PA 15219-4776
 
                USX Capital LLC
                c/o USX Capital Management Company
                    5555 San Felipe Road
                    Houston, Texas 77056
 
                Gentlemen:
 
                     I, or lawyers acting under my supervision, have acted as
                counsel for USX Corporation ("USX") and USX Capital LLC (the
                "Company") in connection with the proposed issuance and sale by
                the Company of up to 10,000,000 of the Company's Cumulative
                Guaranteed Monthly Income Preferred Shares (the "Preferred
                Shares") and the Guarantees of such Preferred Shares by USX.
 
                     I, or lawyers acting under my supervision, have
                participated in the preparation of the Registration Statement on
                Form S-3 with respect to said Preferred Shares and Guarantees to
                be filed with the Securities and Exchange Commission.
 
                     Based on the foregoing, I am of the opinion that USX has
                been duly incorporated and is validly existing and in good
                standing under the laws of the State of Delaware. I am further
                of the opinion that, when the Payment and Guarantee Agreement,
                the Loan Agreement, the Agreement as to Expenses and Liabilities
                and the Keep Well Agreement shall have been executed and
                delivered by USX and the Company, the guarantees provided
                thereunder shall be legally issued and binding obligations of
                USX.
 
                     I hereby consent to the use of my name, including under the
                caption "VALIDITY OF SECURITIES," in the Prospectus constituting
                part of the Form S-3 Registration Statement of the Company and
                USX relating to the preferred shares of the Company guaranteed
                to the extent set forth in the Prospectus by USX and to the
                filing of this consent as an exhibit thereto.
 
                Dan D. Sandman
                General Counsel and Secretary