Exhibit 5

                    [Kirkpatrick & Lockhart LLP Letterhead]



                                                  September 2, 1998



Allegheny Teledyne Incorporated
1000 Six PPG Place
Pittsburgh, PA  15222-5479

Ladies and Gentlemen:

         We are counsel to Allegheny Teledyne Incorporated, a Delaware
corporation (the "Registrant"), and in such capacity we have acted as counsel to
the Registrant in connection with the Registrant's Post-Effective Amendment No.
1 on Form S-8 to Form S-4 Registration Statement (File No. 333-46695) (the
"Registration Statement"). The Registration Statement is to be filed with the
Securities and Exchange Commission and relates to the registration under the
Securities Act of 1933, as amended, of an aggregate of 601,423 shares (the
"Shares") of the Registrant's Common Stock, par value $.10 per share, issuable
in connection with the Oregon Metallurgical Corporation 1996 Employee Stock
Option Plan, the Oregon Metallurgical Corporation 1997 Employee Stock Option
Plan, and the Warrant Agreement (Nontransferable Warrant) dated September 19,
1994 between Oregon Metallurgical Corporation and James S. Paddock
(collectively, the "Plans").

         We are familiar with the Registration Statement and the Plans, and we
have examined the Registrant's Restated Certificate of Incorporation and the
Registrant's Amended and Restated By-Laws. We have also examined such other
public and corporate documents, certificates, instruments and corporate records,
and such questions of law, as we have deemed necessary or appropriate for the
purpose of this opinion.

         Based on the foregoing, we are of the opinion that the Shares, when
issued in accordance with the Plans, will be duly authorized, validly issued,
fully paid and nonassessable.

         We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                           Yours truly,


                                           /s/ Kirkpatrick & Lockhart LLP