


                                                                       EXHIBIT 5


               [LETTERHEAD OF VINSON & ELKINS L.L.P. APPEARS HERE]




                                            November 11, 1997



Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas   75201-3391

Gentlemen:

We have acted as counsel for Halliburton  Company,  a Delaware  corporation (the
"Company"),  for a number of years and are familiar with the Halliburton Company
1993 Stock and Long-Term  Incentive Plan (the "Plan"),  pursuant to which shares
of Common Stock, $2.50 par value ("Common Stock"), of the Company will be issued
to certain key employees of the Company and its  subsidiaries.  We have assisted
in the preparation of the Plan and this Registration Statement on Form S-8 to be
filed pursuant to the  Securities Act of 1933, as amended,  on or about November
20, 1997 with the Securities and Exchange Commission by the Company with respect
to the offering, sale and delivery of shares of Common Stock and Preferred Stock
Purchase Rights of the Company to be issued under the Plan,  which  Registration
Statement  incorporates  by  reference  the  contents of the  Company's  earlier
Registration  Statement on Form S-8 (Securities and Exchange Commission File No.
333-54881).  We note that the Plan is not  subject  to the  requirements  of the
Employee Retirement Income Security Act of 1974, as amended.

In this connection, we have examined such certificates, documents and records as
we deemed  relevant and  necessary as a basis of our  opinions  hereinafter  set
forth,  including among other things the Plan and copies of relevant resolutions
passed by the board of  directors  and  stockholders  of the  Company.  The Plan
provides that shares of Common Stock to be issued  thereunder  may be authorized
but unissued Common Stock or Common Stock previously issued, reacquired and held
in treasury by the Company.

Based upon the foregoing,  we are of the opinion that the shares of Common Stock
to be issued pursuant to various awards under the Plan have been duly authorized
and, (a) upon  compliance  by the Company with the  pertinent  provisions of any
applicable  state  securities  laws and (b) when the shares of Common  Stock are
issued  and  paid  for in  accordance  with  the  terms  of  the  Plan  and  any

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Halliburton Company
Page 2
November 11, 1997

stock option,  restricted stock or other agreement pursuant to which such shares
may be issued  under the Plan,  such  shares  of Common  Stock  will be  validly
issued,  fully paid and  nonassessable  and any related Preferred Stock Purchase
Rights shall be validly issued.



         This opinion is rendered as of the effective  date of the  Registration
Statement.  We hereby consent to the filing of this opinion as an exhibit to the
Registration  Statement,  but we do not admit  that we are  within  the class of
persons whose consent is required  under Section 7 of the Securities Act of 1933
or  the  rules  and  regulations  of  the  Securities  and  Exchange  Commission
thereunder.

                                            Very truly yours,

                                            /s/ Vinson & Elkins L.L.P.

                                            VINSON & ELKINS L.L.P.


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