EXHIBIT 5.1


                  OPINION OF WHITEFORD, TAYLOR & PRESTON L.L.P.
                          (INCLUDES CONSENT OF COUNSEL)






                          WHITEFORD, TAYLOR & PRESTON
                                     L.L.P.


                             SEVEN SAINT PAUL STREET
                         BALTIMORE, MARYLAND 21202-1626
                                  410 347-8700
                                FAX 410 347-9414
                                 www.wtplaw.com
                          210 West Pennsylvania Avenue
                           Towson, Maryland 21204-4515
                             Telephone 410 832-2000
                             Fax  410 832-2015
                                      -----

                                 D. SCOTT FREED

                                  DIRECT NUMBER
                                  410 347-8763
                                dfreed@wtplaw.com



                               September 10, 2003


Board of Directors
Essex Corporation
9150 Guilford Road
Columbia, Maryland 21046


                  RE:      REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

         We have acted as counsel to Essex Corporation,  a Virginia  corporation
(the "Corporation"), in connection with the filing of the Registration Statement
on Form S-8 by the Corporation under the Securities Act of 1933, as amended (the
"Registration   Statement"),   which   Registration   Statement   registers  the
distribution of up to 494,772 shares of common stock of the Corporation,  no par
value per share ("Common Stock"), reserved for issuance to eligible employees of
the Corporation  pursuant to the Essex  Corporation  2002 Stock Option and Stock
Appreciation  Rights Plan (the "Plan") as well as under  Direct  Issuance of Non
Plan Stock  Options,  together  with an  indeterminate  number of  participation
interests in the Plan and Non Plan options.  In that capacity,  we have reviewed
the Certificate of Incorporation and By-Laws of the Corporation, both as amended
to date,  the  Registration  Statement,  the Plan,  the  originals  or copies of
corporate  records  reflecting the corporate  action taken by the Corporation in
connection with the approval of the Plan and amendments thereto and the issuance
of the Common Stock under the Plan and such other  instruments as we have deemed
necessary for the issuance of this opinion.

         Based upon the  foregoing,  we are of the opinion  that both the Common
Stock and related  securities to be offered directly or under the Plan have been
duly authorized by all requisite action on the part of the Corporation and, when
issued  in  accordance  with the terms  and  conditions  of the Plan or Non Plan
option agreements, will be legally issued, fully paid and non-assessable.

         We  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration  Statement.  In giving  this  consent,  we do not admit that we are
within the  category  of persons  whose  consent is required by Section 7 of the
Securities Act of 1933, as amended.


                                          Very truly yours,

                                          /s/ Whiteford, Taylor & Preston L.L.P.
                                          Whiteford, Taylor & Preston L.L.P.