Exhibit 5

                                   [USS LOGO]

December 14, 2001


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Ladies and Gentlemen:

     I am Stephan K. Todd of ÐÓ°ÉÊÓƵ¹ÙÍø LLC, a Delaware limited
liability company to be converted into a Delaware corporation named United
States Steel Corporation (hereinafter the "Company"), and have served as counsel
to the Company in connection with the preparation of the Registration Statement
on Form S-3 (hereinafter the "Registration Statement") for the proposed issuance
of 2,285,777 shares of common stock, par value $1.00, of ÐÓ°ÉÊÓƵ¹ÙÍø
Corporation (the "Steel Shares") in connection with the ÐÓ°ÉÊÓƵ¹ÙÍø
Corporation Dividend Reinvestment and Stock Purchase Plan (the "Plan Shares").
The Registration Statement will become effective and Plan Shares will be issued
only on or after the effective date of the separation, pursuant to the Agreement
and Plan of Reorganization between the Company and USX Corporation ("USX"),
dated as of July 31, 2001 (the "Plan of Reorganization"), of the Company from
USX (the "Separation"). Also pursuant to the Plan of Reorganization, the Company
will be converted from a Delaware limited liability company into a Delaware
corporation (the "Conversion") and each outstanding share of USX-U. S. Steel
Group common stock will be converted into the right to receive one Steel Share.

     As General Counsel and Secretary of the Company, I am familiar with the
Company's Amended and Restated Limited Liability Company Agreement and both the
form of the Certificate of Incorporation and the form of the By-laws to be
adopted upon Conversion. Also, I have examined, or caused those acting under my
supervision to have examined, the Registration Statement, the Plan of
Reorganization and such other records and documents that I have deemed necessary
or desirable in rendering the opinion set forth below. In rendering such
opinion, I have presumed the genuineness of all documents examined and the
accuracy of all statements of fact contained therein.

     Based upon the foregoing, I am of the opinion that, after the effective
date of the Registration Statement and upon consummation of the Separation and
the





transactions contemplated thereby, including the Conversion, when the Plan
Shares have been duly authorized and executed by the Company and delivered
against receipt of payment, the Plan Shares will be legally issued, fully paid
and non-assessable.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and I further consent to the use of my name under the
caption "Legal Matters" in the prospectus forming a part of the Registration
Statement.

                                          Very truly yours,

                                          /s/ S. K. Todd
                                          ---------------------
                                          S. K. Todd