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                                                                     EXHIBIT 5


                        [LATHAM & WATKINS LETTERHEAD]


                                 July 1, 1998
                                 ------------

ORBCOMM Corporation
2455 Horse Pen Road
Herndon, Virginia   20171

                 Re:      Registration Statement No. 333-50599; 6,900,000
                          shares of Common Stock, par value $0.01 per share

Ladies and Gentlemen:

                 In connection with the registration of 6,900,000 shares of
common stock of ORBCOMM Corporation, a Delaware corporation (the "Company"),
par value $0.01 per share (the "Shares"), under the Securities Act of 1933, as
amended (the "Act"), by the Company on Form S-1 filed with the Securities and
Exchange Commission (the "Commission") on April 21, 1998 (File No. 333-50599),
as amended by Amendment No. 1 filed with the Commission on June 1, 1998, as
further amended by Amendment No. 2 filed with the Commission on June 12, 1998,
as further amended by Amendment No. 3 filed with the Commission on July 1,
1998 (collectively, the "Registration Statement"), you have requested our
opinion with respect to the matters set forth below.

                 In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares, and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed.  In addition, we
have made such legal and factual examinations and inquiries, including an
examination of original or copies certified or otherwise identified to our
satisfaction of such
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       July 1, 1998
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documents, corporate records and instruments, as we have deemed necessary or
appropriate for purposes of this opinion.

                 In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.

                 We are opining herein as to the effect on the subject
transaction only of the General Corporation Law of the State of Delaware, and
we express no opinion with respect to the applicability thereto, or the effect
thereon, of any other laws, or as to any matters of municipal law or the laws
of any other local agencies within the state.

                 Subject to the foregoing, it is our opinion that the Shares
have been duly authorized, and, upon issuance, delivery and payment therefor in
the manner contemplated by the  Registration Statement, will be validly issued,
fully paid and nonassessable.

                 We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."


                                        Very truly yours,

                                        Latham & Watkins