June 22, 2000
Unisys Corporation
Unisys Way
Blue Bell, PA 19424
Re: Unisys Corporation Registration Statement on Form S-8 relating to the
Director Stock Unit Plan
Ladies and Gentlemen:
I am the Senior Vice President and General Counsel of Unisys Corporation, a
Delaware corporation (the "Company"), and am rendering this opinion in
connection with the registration of an additional 300,000 shares
(the "Shares") of the Company's Common Stock, par value $.01 per share, on a
registration statement on Form S-8 (the "Registration Statement") filed
pursuant to the Securities Act of 1933, as amended (the "Act"). The Shares
will be issued pursuant to the Company's Director Stock Unit Plan (the "Plan").
I have reviewed the Registration Statement, the Company's Certificate of
Incorporation and By-laws and such corporate records and other documents and
have made such investigations of law as I have deemed appropriate for
purposes of giving the opinion hereinafter expressed.
Based upon the foregoing and subject to the limitations set forth below, I am
of the opinion that the Shares will be, when issued in accordance with the
terms of the Plan, validly issued, fully paid and non-assessable.
With respect to the opinion set forth above, I have assumed that the
consideration to be received by the Company upon the issuance of any Shares
will be at least equal to the par value of such Shares.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, I do not thereby admit that
I am an expert with respect to any part of the Registration Statement within
the meaning of the term "expert" as used in the Act or the rules and
regulations issued thereunder.
This opinion is limited to the General Corporation Law of the State of
Delaware.
Very truly yours,
Harold S. Barron
