<PAGE>

                                                                     EXHIBIT 8.2


November 7, 2001


Newport News Shipbuilding, Inc.


     Re:  U.S. Federal Income Tax Opinion
          -------------------------------

Ladies and Gentlemen:

          The opinions below are provided pursuant to Section 5.10(g) of the
Agreement and Plan of Merger (including the annexes thereto, the "Merger
Agreement"), dated as of November 7, 2001, by and among Newport News
Shipbuilding, Inc., a Delaware corporation (the "Company"), Northrop Grumman
Corporation, a Delaware corporation ("Northrop") and Purchaser Corp. I, a
Delaware corporation and a direct and wholly-owned subsidiary of Northrop
("Purchaser"), in connection with the proposed tender offer by the Purchaser for
any and all shares of the Company (the "Offer") and subsequent merger of the
Company with and into Purchaser in which Purchaser will be the surviving entity
(the "Merger").

          In reaching the opinions expressed below, we have reviewed and relied
on the Merger Agreement, including representations contained therein made by
Northrop and the Company, officers certificates of the Company, Northrop and
Purchaser, dated as of the date hereof, and such other items as we have deemed
relevant to our opinion.  We have assumed that officers' certificates, in all
material respects in the form attached as Exhibits A1 and A2 hereto, dated as of
the effective date of the Merger (the "Effective Date"), will be provided by the
Company, Northrop and Purchaser at the time of the Merger and that the
representations contained therein will be true, correct and complete as of the
Effective Date.

          We have also assumed that (i) the Merger will qualify as a statutory
Merger under applicable laws of the State of Delaware, (ii) the Merger is
consummated

<PAGE>

Newport News Shipbuilding, Inc.       2                         November 7, 2001

expeditiously after the closing of the Offer and in any event on or
prior to April 30, 2002, (iii) the Offer and Merger will occur in accordance
with all the terms of, and as described in the Merger Agreement and none of the
terms or conditions of the Offer or Merger, as set forth in the Merger
Agreement, is modified or waived, and (iv) the value of Northrop stock issued to
stockholders of the Company pursuant to the Offer and Merger will represent a
sufficient percentage of the value of all consideration furnished to Company
stockholders in the Offer and Merger to satisfy the continuity of shareholder
interest requirement of Treas. Reg. 1.368-1(e) (the "Continuity of Interest
Requirement").

          The Continuity of Interest Requirement will be satisfied if the value
of Northrop stock issued to Company stockholders in the Offer and Merger in
exchange for Company common stock represents at least 45 percent of the value of
all consideration furnished to the Company stockholders in the Offer and Merger
(including payments to dissenters).  For this purpose, consideration paid in the
Offer or Merger will not be taken into account if paid to the Company or the
Company's Employee Compensation Trust (the "SECT") as defined in Section 2.8(a)
of the Merger Agreement.  In addition, consideration paid in the Offer or the
Merger will be taken into account or not be taken into account, on a consistent
basis for each group of items, whichever produces the lowest level of
continuity, if paid in respect of Company common stock (i) acquired by third
parties from the SECT pursuant to Section 6.13(f) of the Merger Agreement, (ii)
acquired through the exercise of stock options after the date hereof or (iii)
that are "restricted stock."  For purposes of the Continuity of Interest
Requirement, in measuring the value of Northrop stock issued in the Offer, such
value will be based on the lesser of the value of Northrop stock on the date the
Offer closes and the value of Northrop Stock on the date the Merger closes.

          Note that the determination of whether the Continuity of Interest
Requirement is met depends in significant part on facts that cannot be known
until the Effective Date.  Pursuant to Sections 2.11 and 6.16 of the Merger
Agreement, it is a condition to consummation of the Merger in the form described
above, that we deliver opinions, as of the Effective Date, to the same effect as
those provided below; but based on the facts existing as of such date.

          The opinions expressed below are based upon existing laws,
regulations, Internal Revenue Service positions, and judicial decisions, any of
which may be changed at any time with retroactive effect.  We assume no
obligation to modify or supplement this opinion if, after the date hereof, any
applicable laws, regulations, positions, or decisions change or we become aware
of any facts that might change the opinion expressed herein.

<PAGE>

Newport News Shipbuilding, Inc.       3                         November 7, 2001

          Based upon and subject to the foregoing it is our opinion that:

          1.  The Offer and Merger will qualify as a reorganization for United
              States federal income tax purposes within the meaning of section
              368(a) of the United States Internal Revenue Code of 1986, as
              amended; and

          2.  Northrop, the Purchaser and the Company will each be a party to
              the reorganization within the meaning of section 368(b) of the
              Code.

          No opinion is expressed on any matter not expressly opined on herein.
The opinions expressed herein are solely for your benefit and may not be relied
on in any matter or for any purpose by any other person or entity.


                                   Very truly yours,

                                   FRIED, FRANK, HARRIS, SHRIVER & JACOBSON



                                   By:        /s/ Joel Scharfstein
                                       -----------------------------------
                                                  Joel Scharfstein


<PAGE>

                          Newport Closing Certificate

                                   Exhibit A1


                             OFFICER'S CERTIFICATE

                                 [Newport News]




     In accordance with Section 5.10(g) of the Agreement and Plan of Merger (the
"Merger Agreement") dated as of November 7, 2001 by and among Northrop Grumman
Corporation, a Delaware corporation ("Northrop"), Purchaser Corp. I, a Delaware
corporation and a direct, wholly owned subsidiary of Northrop ("Purchaser"), and
Newport News Shipbuilding Inc., a Delaware corporation ("Company"), Fried,
Frank, Harris, Shriver & Jacobson, a partnership including professional
corporations ("Fried Frank"), has been requested to deliver to the Company
certain opinions ("Initial Tax Opinions").  The undersigned officer of the
Company, recognizing that Fried Frank will rely on this certificate in
delivering such opinions, hereby certifies, represents and warrants on behalf of
the Company, after due inquiry and investigation, that the representations set
forth in the Merger Agreement relating to the Company are true, correct and
complete in all material respects and that the following statements are true,
complete and correct in all respects.  All capitalized terms used but not
defined in this certificate shall have the meanings set forth in the Merger
Agreement.

     1.   Since the date of the Merger Agreement, the Company has not agreed to
          amend or waive any of the terms or conditions of the Merger Agreement
          or annexes thereto.

     2.   Immediately following the Merger, Purchaser will own at least 90
          percent of the fair market value of the net assets and at least 70
          percent of the fair market value of the gross assets held by Company
          immediately prior to (i) the Offer and (ii) the Merger. For purposes
          of this representation, amounts paid by Company to holders of Company
          Common Stock who receive cash or other property in the Offer or Merger
          (including amount paid to dissenters), amounts used by Company to pay
          reorganization expenses, and all redemptions and distributions (except
          for normal dividends consistent with Company's historical dividend
          practice and policy) made by Company in connection with or in
          contemplation of the Offer or Merger will (except to the extent such

                                       1
<PAGE>

          amounts are funded from assets described in the next sentence or are
          funded by the Purchaser or Northrop in connection with the Offer or
          Merger, other than as a loan from Northrop) be included as assets of
          Company immediately prior to the Offer and the Merger. For purposes of
          this representation Company Common Stock held by the SECT and any cash
          or other consideration received for such Stock from Northrop or
          Purchaser pursuant to the Offer or Merger will not be considered an
          asset of the Company.

     3.   Prior to and in connection with the Offer or Merger, Company has not
          redeemed, reacquired, repurchased or otherwise acquired any shares of
          any class of stock of Company (other than from the SECT) or made any
          extraordinary distribution (i.e., a distribution other than a normal
                                      ----
          dividend consistent with Company's historical dividend practice and
          policy) with respect to any shares of any class of stock of Company.

     4.   The SECT is and will be through the Effective Time a "grantor" trust
          with respect to which the Company is and will be considered the owner
          of all of the assets of the trust pursuant to Sections 671 through 676
          of the Code.

     5.   Except for the SECT no other entity which (i) is a grantor trust with
          respect to which the Company is considered the owner of any part of it
          assets or (ii) is a single member LLC or other disregarded entity for
          United States federal income tax purposes whose assets would be
          considered for United States federal income tax purposes to be owned
          by the Company, owns or has owned at any time after May 1, 2001 any
          shares of Company Common Stock.

     6.   Since the date of the Merger Agreement, the Company has not issued any
          additional stock (including Company Common Stock) of any kind to any
          person other than ____ and _____ shares of Company Common Stock
          pursuant to exercise of stock options and pursuant to the ESPAP,
          respectively.

     7.   None of the compensation received, or to be received after the closing
          of the Offer, by any shareholder-employees of Company will be separate
          consideration for, or allocable to, any of their Company Common Stock;
          none of the shares of Parent Common Stock received in the Offer or
          Merger by any shareholder-employees of the Company will be separate
          consideration for, or allocable to, any employment agreement; and the
          compensation paid to all shareholder-employees of the Company will be
          for services actually rendered

                                       2
<PAGE>

          and will be commensurate with amounts paid to third parties bargaining
          at arm's-length for similar services.

     8.   During the two-year period preceding the date hereof, Company has
          conducted substantially the same historic business it currently
          conducts and has not disposed of any significant historic business
          assets other than in the ordinary course of its business.

     9.   During the two-year period preceding the date hereof, no assets of
          Company have been sold, exchanged or otherwise disposed of, except in
          the ordinary course of business.

     10.  Company is not an investment company as defined in Sections
          368(a)(2)(F)(iii) and 368(a)(2)(F)(iv) of the Code.

     11.  Company is not under the jurisdiction of a court in a Title 11 or
          similar case within the meaning of Section 368(a)(3)(A) of the Code.

     12.  Immediately prior to the Merger, both the fair market value of
          Company's assets and the tax basis of the Company's assets will equal
          or exceed the sum of Company's liabilities and the liabilities, if
          any, to which Company's assets are subject.

     13.  The liabilities of Company and the liabilities to which Company's
          assets are subject were incurred in the ordinary course of its
          business.

     14.  Company and the holders of Company Common Stock have paid will pay
          their respective expenses, if any, incurred in connection with the
          Offer and Merger, except that certain expenses of the Company may be
          paid with funds provided by Purchaser or Northrop.

     15.  There is no intercorporate indebtedness existing between Northrop and
          Company or between Purchaser and Company that was issued, acquired or
          will be settled at a discount.

     16.  With respect to any federal, state, or local tax return of Company for
          a taxable period ending on or prior to the Effective Time, Company
          will not take any position, and Company will not take any other
          reporting position or make any election, that is inconsistent with any
          of the foregoing representations or the Initial Tax Opinions, unless
          otherwise required by a "determination" (as defined in Section
          1313(a)(1) of the Code) or by applicable state or local tax law.

                                       3
<PAGE>

     17.  The Merger Agreement plus the exhibits and annexes thereto represents
          the entire understanding of Company with respect to the Offer and
          Merger.

     18.  The undersigned is authorized to make all of the statements and
          representations set forth herein on behalf of Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
_____ day of _______, 2001.


                                     ________________________________
                                     Name:
                                     Title:

                                       4
<PAGE>

                          Form of Closing Certificate

                                   Exhibit A2


                             OFFICER'S CERTIFICATE

                                   [NORTHROP]

                              [Purchaser Corp. I]



     In accordance with Section 5.10(g) of the Agreement and Plan of Merger (the
"Merger Agreement") dated as of November 7, 2001 by and among Northrop Grumman
Corporation, a Delaware corporation ("Northrop"), Purchaser Corp. I, a Delaware
corporation and a direct, wholly owned subsidiary of Northrop ("Purchaser"), and
Newport News Shipbuilding Inc., a Delaware corporation ("Company"), Fried,
Frank, Harris, Shriver & Jacobson, a partnership including professional Frank,
Harris, Shriver & Jacobson, a partnership including professional corporations
("Fried Frank"), has been requested to deliver to Company certain opinions
("Initial Tax Opinions"). The undersigned officers of Northrop and Purchaser,
recognizing that Fried Frank will rely on this certificate in delivering such
opinions, hereby certify, represent and warrant on behalf of Northrop and
Purchaser, after due inquiry and investigation, that the representations set
forth in the Merger Agreement relating to Northrop and Purchaser are true,
correct and complete in all material respects and that the following statements
are true, complete and correct in all respects. All capitalized terms used but
not defined in this certificate shall have the meanings set forth in the Merger
Agreement.

     1.   The Offer has been and Merger will be consummated solely in compliance
          with the terms and conditions of the Merger Agreement and annexes
          thereto, and none of such terms and conditions have been or will be
          waived or modified.

     2.   Northrop has no plan or intention (i) to liquidate Purchaser, (ii) to
          merge Purchaser with or into another corporation or entity, or (iii)
          to sell or otherwise dispose of any class of stock of Purchaser,
          except for transfers (including successive transfers) of such stock to
          one or more corporations controlled (within the meaning of Section
          368(c) of the Code), in the case of each transfer, by the transferor
          corporation at the time of such transfer. Northrop has no plan or
          intention to, or to cause or permit Purchaser to, sell or otherwise
          dispose of any of Purchaser's assets, including any of the assets
          Purchaser

                                       1
<PAGE>

          acquired from the Company, except for dispositions made in
          the ordinary course of business or transfers (including successive
          transfers) of assets to one or more corporations controlled (within
          the meaning of Section 368(c) of the Code), in the case of each
          transfer, by the transferor corporation.

     3.   Following the Merger, Purchaser will own at least 90 percent of the
          fair market value of the net assets and at least 70 percent of the
          fair market value of the gross assets held by Company immediately
          prior to (i) the Offer and (ii) the Merger. For purposes of this
          representation, amounts paid by Company holders of Company Common
          Stock who receive cash or other property in the Offer or Merger
          (including amount paid to dissenters), amounts used by Company to pay
          reorganization expenses, and all redemptions and distributions (except
          for regular, normal dividends) made by Company in connection with or
          in contemplation of the Offer or Merger will (except to the extent
          such amounts are funded from assets described in the next sentence or
          are funded by the Purchaser or Northrop in connection with the Offer
          or Merger, other than as a loan from Northrop) be included as assets
          of Company immediately prior to the Offer and the Merger. For purposes
          of this representation Company Common Stock held by the SECT and any
          cash or other consideration received for such Stock from Northrop or
          Purchaser pursuant to the Offer or Merger will not be considered an
          asset of the Company.

     4.   Neither Northrop nor Purchaser has any plan or intention to take any
          action, or fail to take any action, that would cause Purchaser to
          fail, following the Merger, to own at least 90 percent of the fair
          market value of the net assets and at least 70 percent of the fair
          market value of the gross assets held by Company immediately prior to
          (i) the Offer and (ii) the Merger. For purposes of this
          representation, amounts paid by Company to holders of Company Common
          Stock who receive cash or other property in the Offer or Merger
          (including amounts paid to dissenters), amounts used by Company to pay
          reorganization expenses, and all redemptions and distributions (except
          for normal dividends consistent with Company's historical dividend
          practice and policy) made by Company in connection with or in
          contemplation of the Offer or Merger will (except to the extent such
          amounts are funded from assets described in the next sentence or are
          funded by the Purchaser or Northrop in connection with the Offer or
          Merger, other than as a loan from Northrop) be included as assets of
          Company immediately prior to the Offer and the Merger. For purposes of
          this

                                       2
<PAGE>

          representation Company Common Stock held by the SECT and any cash
          or other consideration received for such Stock from Northrop or
          Purchaser pursuant to the Offer or Merger will not be considered an
          asset of the Company.

     5.   Following the Merger, Purchaser will continue Company's historic
          business or use a significant portion of Company's historic business
          assets in a business within the meaning of Treasury Regulation (S)
          1.368-1(d).

     6.   Neither Northrop nor any person related to Northrop (within the
          meaning of Treasury Regulation (S) 1.368-1(e)(3)) will, in connection
          with the Offer or Merger or pursuant to an agreement, understanding,
          plan or intention existing at or prior to the Effective Time,
          reacquire, redeem, repurchase, exchange or otherwise acquire or offer
          to reacquire, redeem, repurchase, exchange or otherwise acquire
          (including by means of derivative transactions, such as an equity
          swap, that would have the economic effect of an acquisition), directly
          or indirectly (including through partnerships or through third parties
          in connection with a plan or intention to so acquire) from any holder
          of Company Common Shares any Northrop Common Stock issued in the Offer
          or Merger or otherwise effect a reduction in any such holder's
          interest in such Northrop Common Stock; provided, however, that
          Northrop may adopt or continue an open market stock repurchase program
          that satisfies the requirements of Revenue Ruling 99-58, 1999-2 C.B.
          701. Prior to and in contemplation of the Offer and Merger, neither
          Northrop nor any person related to Northrop (as defined in Treasury
          Regulation (S) 1.368-1(e)(3)) has acquired, directly or indirectly
          through any transaction, agreement or arrangement with any other
          person, Company Common Shares, except for 100 Company Common Shares.

     7.   Northrop, Company and the holders of Company Common Shares will pay
          their respective expenses, if any, incurred in connection with the
          Offer and Merger, except that certain expenses of the Company may be
          paid with funds provided by Purchaser or Northrop. Northrop will pay
          the expenses of Purchaser incurred in connection with the Offer and
          Merger. No liabilities of any holders of Company Common Shares will be
          assumed by Northrop or Purchaser in connection with the Offer or
          Merger.

     8.   Neither Northrop nor any person related to Northrop (within the
          meaning of Treasury Regulation (S) 1.368-1(e)(3)) beneficially owns,
          directly or indirectly,

                                       3
<PAGE>

          and during the last five years neither Northrop nor any such person
          related to Northrop has beneficially owned, directly or indirectly,
          any shares of any class of stock of Company, except for 100 shares of
          Company Common Stock.

     9.   Neither Northrop nor Purchaser is an investment company as defined in
          Sections 368(a)(2)(F)(iii) and 368(a)(2)(F)(iv) of the Code.

     10.  Neither Northrop nor Purchaser is under the jurisdiction of a court in
          a Title 11 or similar case within the meaning of Section 368(a)(3)(A)
          of the Code.

     11.  No stock of Purchaser has been or will be issued in the Offer or
          Merger.

     12.  None of the compensation received, or to be received after the Offer
          or the Merger, by any shareholder-employees of Company will be
          separate consideration for, or allocable to, any of their Company
          Common Stock; none of the shares of Parent Common Stock received by
          any shareholder-employees in the Offer or Merger will be separate
          consideration for, or allocable to, any employment agreement.

     13.  Purchaser was formed by Northrop solely for the purpose of carrying
          out the Offer and Merger. Prior to the Offer and the Merger (i)
          Northrop will directly own all the outstanding stock in Purchaser;
          (ii) Purchaser will engage in no business activities other than
          activities related to carrying out the Offer and Merger; and (iii)
          Purchaser will have no liabilities (other than its obligations under
          the Merger Agreement).

     14.  Neither Northrop nor any person related to Northrop has any plan or
          intention to cause or permit Purchaser to issue additional shares of
          its stock (or any options, warrants or other rights to acquire stock
          of Purchaser) following the Merger that would (of if exercised would)
          result in Northrop's losing control of Purchaser (within the meaning
          of Section 368(c) of the Code) or otherwise take any action that could
          result in Northrop losing control of Purchaser

     15.  With respect to any federal, state, or local tax return of Company,
          neither Northrop nor Purchaser will take any position, and neither
          Northrop or Purchaser will take any other reporting position or make
          any election, that is inconsistent with any of the foregoing
          representations or the Initial Opinions, unless otherwise required by
          a "determination" (as defined in Section 1313(a)(1) of the Code) or by
          applicable state or local tax law.

                                       4
<PAGE>

     16.  There is no intercorporate indebtedness existing between Northrop and
          Company or between Purchaser and Company that was issued, acquired, or
          will be settled at a discount.

     17.  The Merger Agreement and the other agreements and documents referenced
          therein, all as amended through the date hereof represent the entire
          understanding of Northrop and Purchaser with respect to the Merger.

     18.  Each of the undersigned is authorized to make all of the statements
          and representations set forth herein on behalf of Northrop and
          Purchaser, respectively.

IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the
____ day of _____, 2001.


                                     By:  _______________________________
                                          Name:
                                          Title:


                                     Purchaser Corp. I


                                     By:  _______________________________
                                          Name:
                                          Title:

                                       5

