Willkie Farr & Gallagher
                               787 Seventh Avenue
                               New York, NY 10019





May 21, 1999


NEXTLINK Communications, Inc.
500 108th Avenue N.E., Suite 2200
Bellvue, WA 98004


         Re:  9,890,000 Shares of Class A Common Stock
              ----------------------------------------


Ladies and Gentlemen:

         We have acted as counsel for NEXTLINK Communications, Inc., a Delaware
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission (the "Commission") of a registration
statement (as amended, the "Registration Statement") on Form S-3 under the
Securities Act of 1933, as amended, relating to 9,890,000 shares of the
Company's Class A Common Stock, par value $.02 per share (the "Common Stock"),
which shares are to be sold by the Company to the underwriters named in the
Registration Statement pursuant to an underwriting agreement (the "Underwriting
Agreement"), the form of which will be filed as an exhibit to the Registration
Statement. Capitalized terms used herein and not otherwise defined have the
meanings ascribed thereto in Registration Statement.

                  In connection with this opinion, we have examined and relied
upon such records, documents, certificates and other instruments as in our
judgment are necessary or appropriate to form the basis for the opinions set
forth herein. In our examinations, we have assumed the genuineness of all
signatures, the legal capacity of natural persons signing or delivering any
instrument, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such latter
documents.

         Based upon the foregoing, we are of the opinion that the shares of
Common Stock to be issued and sold by the Company pursuant to the Underwriting
Agreement will, when issued in accordance with the terms of the




Underwriting Agreement and against payment therefor as set forth therein, be
validly issued, fully paid and non-assessable.

         We do not express any opinion with respect to matters governed by any
laws other than the laws of the State of Delaware and the federal laws of the
United States of America.

         We know that we may be referred to as counsel who has passed upon the
validity of the issuance of the Common Stock on behalf of the Company in the
Registration Statement filed with the Commission, and we hereby consent to such
use of our name in said Registration Statement and to the filing of this opinion
with said Registration Statement as Exhibit 5.2 thereto.

Very truly yours,

/s/ Willkie Farr & Gallagher