EXHIBIT 5.1
[LETTERHEAD OF NORTHROP GRUMMAN CORPORATION]
November 8, 2000
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
Ladies and Gentlemen:
I am a member of the bars of the States of New York and California. I am
also Corporate Vice President and Secretary of Northrop Grumman
Corporation, a Delaware corporation (the "Company"). I am familiar with
Post-Effective Amendment No. 2 to the Form S-4 on Form S-3 Registration
Statement (the "Registration Statement") (the "Post-Effective Amendment")
being filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, in connection with the
Company's registration of shares of common stock, par value $1.00 per share
(the "Common Stock"), to be issued in exchange for common stock, par value
$.02 per share ("Comptek Shares"), of Comptek Research, Inc., a New York
corporation ("Comptek").
I have examined the Company's certificate of incorporation and bylaws and
originals or copies certified or otherwise identified to my satisfaction of
such other documents, corporate records, certificates of public officials
and other instruments as I have deemed necessary or advisable for the
purpose of rendering this opinion.
Based on the foregoing, I am of the opinion that the Common Stock will,
when issued in exchange for Comptek Shares as contemplated by the
prospectus (the "Prospectus") forming part of the Post-Effective Amendment,
be duly authorized, validly issued, fully paid and non-assessable.
I hereby consent to the use of my name under the caption "Legal Matters" in
the Prospectus and to the inclusion of this opinion as an exhibit to the
Post-Effective Amendment.
Very truly yours,
/s/ John H. Mullan
John H. Mullan
