EXHIBIT 5.2


                    [LETTERHEAD OF DAVIS WRIGHT TREMAINE LLP]





                                  June 5, 1998





NEXTLINK Communications, Inc.
155 108th Avenue N.E., 8th Floor
Bellevue, Washingtn 98004


Ladies and Gentlemen:

         We have acted as counsel to NEXTLINK Communications, Inc., a 
Delaware corporation (the "Company"), in connection with the filing by the 
Company with the Securities and Exchange Commission on May 29, 1998 of a 
registration statement (the "Registration Statement") on Form S-4 under the 
Securities Act of 1933, as amended (the "Securities Act") relating to the 
proposed issuance by the Company, in exchange for $335,000,000 aggregate 
principal amount of its 9% Senior Notes due 2008 (the "Old Notes"), of 
$335,000,000 aggregate principal amount of its 9% Senior Notes due 2008 (the 
"New Notes"). The New Notes are to be issued pursuant to an Indenture dated 
as of March 3, 1998 (the "Indenture"), as supplemented by a First 
Supplemental Indenture dated as of June 3, 1998 (the "Supplemental 
Indenture") among the Company and The United States Trust Company, as 
trustee.

         We have examined the originals or copies of such documents, 
certificates and records as we have deemed relevant or necessary as the basis 
for the opinions hereinafter expressed. We have assumed the genuineness of 
all signatures, the authenticity of documents, certificates and records 
submitted to us as originals, the conformity to the originals of all 
documents, certificates and records submitted to us as certified or 
reproduction copies, the legal capacity of all natural persons executing 
documents, certificates and records, and the completeness and accuracy as of 
the date of this opinion letter of the information contained in such 
documents, certificates and records.



NEXTLINK Communications, Inc.
June   , 1998
Page 2



         The law covered by opinions expressed herein is limited to the 
Federal law of the United States, the law of the State of Washington and the 
General Corporation Law of the State of Delaware.

         Based upon and subject to the foregoing, we are of the opinion that:

         1. The Company is a corporation duly incorporated and validly 
existing under the laws of the State of Delaware and has the corporate power 
and authority to own and operate its properties and assets and to conduct its 
business as described in the Registration Statement.

         2. The Indenture was duly executed and delivered by the Company's 
predecessor and constitutes the valid and binding obligation of the Company 
as  the result of the merger of the Company's predecessor into the Company, 
with the Company as the surviving corporation. The Supplemental Indenture was 
duly executed and delivered by the Company.

         3. The Company has corporate power and authority to issue, execute 
and deliver the New Notes, and the issuance, execution and delivery of the 
New Notes have been duly authorized by all necessary corporate action on the 
part of the Company.

         This opinion letter is delivered as of its date and without any 
undertaking to advise you of any changes of law or fact that occur after the 
date of this opinion letter even though the changes may affect a legal 
analysis or conclusion or an information confirmation in this opinion letter.

         We consent to being named in the Registration Statement and related 
Prospectus as counsel who are passing upon the legality of the New Notes for 
the Company and to the reference to our name under the caption "Legal 
Matters" in such Prospectus. We further consent to your filing copies of 
this opinion as an exhibit to the Registration Statement or any amendment 
thereto. In giving such consents, we do not hereby admit that we are in the 
category of persons whose consent is required under Section 7 of the 
Securities Act.

Very truly yours,



/s/ Davis Wright Tremaine LLP