EXHIBIT 5.02
 
        [LETTERHEAD OF LATHAM & WATKINS ATTORNEYS AT LAW APPEARS HERE]





                               November 26, 1996

NIKE, Inc.
One Bowerman Drive
Beaverton, Oregon 94005

     Re:  Shelf Registration of $500,000,000
          Aggregate Initial Offering Price of Debt Securities
          ---------------------------------------------------

Ladies and Gentlemen:

          In connection with the registration statement on Form S-3 (the
"Registration Statement") filed on November 12, 1996 with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), as amended by Amendment No. 1 thereto filed with
the Commission on November 26, 1996, relating to the offering from time to time,
as set forth in the prospectus contained in the Registration Statement (the
"Prospectus") and as to be set forth in one or more supplements to the
Prospectus (each a "Prospectus Supplement"), by NIKE, Inc., an Oregon
corporation (the "Company"), of Debt Securities (the "Debt Securities") in one
or more series at an aggregate initial offering price of up to $500,000,000 or
its equivalent in another currency or composite currency, you have requested our
opinion with respect to the matters set forth below.

          In our capacity as your special 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 issuance of the Debt Securities, 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
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.

 
NIKE, Inc.
November 26, 1996
Page 2


          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 internal laws of the State of New York, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or as to any matters of municipal law or the laws of any
other local agencies within the State of New York.

          Capitalized terms used herein without definition have the meanings
ascribed to them in the Registration Statement.

          Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof: (a) when the Debt Securities have been
duly established in accordance with the terms of the Indenture, duly
authenticated by the Trustee and duly executed and delivered on behalf of the
Company against payment therefor in accordance with the terms and provisions of
the Indenture and as contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), (b) when the Registration Statement
and any required post-effective amendment thereto have become effective under
the Securities Act, (c) assuming that the terms of the Debt Securities as
executed and delivered are as described in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), (d) assuming that the Debt
Securities as executed and delivered do not violate any law applicable to the
Company or result in a default under or breach of any agreement or instrument
binding upon the Company, (e) assuming that the Debt Securities as executed and
delivered comply with all requirements and restrictions, if any, applicable to
the Company, whether imposed by any court or governmental or regulatory body
having jurisdiction over the Company, and (f) assuming that the Debt Securities
are then issued and sold as contemplated in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), the Debt Securities will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.

          The opinion rendered in the paragraph above relating to the
enforceability of the Debt Securities is subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights and remedies of creditors; (ii) the effect
of general principles of equity, whether enforcement is considered in a
proceeding in equity or law, and the discretion of the court before which any
proceeding therefor may be brought; (iii) the unenforceability under certain
circumstances under law or court decisions of provisions providing for the
indemnification of or contribution to a party with respect to a liability where
such indemnification or contribution is contrary to public policy; (iv) we
express no opinion concerning the enforceability of the waiver of rights or
defenses contained in Section 4.4 of the Indenture; and (v) we express no
opinion with respect to whether acceleration of the Debt 

 
NIKE, Inc.
November 26, 1996
Page 3

Securities may affect the collectibility of that portion of the stated principal
amount thereof which might be determined to constitute unearned interest
thereon.

          We assume for purposes of this opinion that (i) the Company has been
duly incorporated and is validly existing as a corporation under the laws of the
State of Oregon, and has the corporate power and authority to issue and sell the
Debt Securities; (ii) the Debt Securities have been duly authorized by all
necessary corporate action by the Company; (iii) the Indenture has been duly
authorized by all necessary corporate action by the Company, has been duly
executed and delivered by the Company and constitutes the legally valid, binding
and enforceable obligation of the Company enforceable against the Company in
accordance with its terms; (iv) the Trustee is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization; (v) the
Trustee is duly qualified to engage in the activities contemplated by the
Indenture; (vi) the Indenture has been duly authorized, executed and delivered
by the Trustee and constitutes the legally valid, binding and enforceable
obligation of the Trustee enforceable against the Trustee in accordance with its
terms; (vii) the Trustee is in compliance, generally and with respect to acting
as a trustee under the Indenture, with all applicable laws and regulations; and
(viii) the Trustee has the requisite organizational and legal power and
authority to perform its obligations under the Indenture.

          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" in the Prospectus included therein.

                              Very truly yours,

                              /s/ Latham & Watkins