Exhibit 5






                    
                                                              October 31, 1996


The Board of Directors
VSE Corporation
2550 Huntington Avenue
Alexandria, Virginia 22303

Gentlemen:

     We have acted as counsel to VSE Corporation (the "Company")
with respect to the Company's Registration Statement on Form S-8, filed by
the Company with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended, of 218,966
shares of Common Stock, par value $.05 per share (the "Shares").

     As counsel to the Company, we have examined the Company's
Certificate of Incorporation and such records, certificates and other documents
of the Company, as well as relevant statutes, regulations, published rulings 
and such questions of law, as we considered necessary or appropriate for the
purpose of this opinion.

     We assume that, prior to the sale of any Shares to which the
Registration Statement relates, appropriate action will be taken to register 
and qualify such Shares for sale, to the extent necessary, under any applicable 
state securities laws.

     Based on the foregoing, we are of the opinion that the 218,966
Shares subject to the Plan when issued or delivered and paid for in accordance
with the terms of the Plan, will be validly issued, fully paid and 
nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to all references to our firm in the Registration
Statement.  In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the General Rules and Regulations
thereunder.


                                               Very truly yours,

                                              
                                     
                                               ARENT FOX KINTNER PLOTKIN & KAHN