EXHIBIT 5
                                                                   June 28, 1995
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
 
Re: Exxon Corporation -- Shareholder Investment Program
 
Gentlemen:
 
     As   counsel  to   Exxon  Corporation,   a  New   Jersey  corporation  (the
'Corporation'), I am familiar with its Restated Certificate of Incorporation and
By-laws, as  amended to  date.  I have  examined  its corporate  proceedings  in
connection  with the preparation and filing  of a registration statement on Form
S-3 of even date herewith (the 'Registration Statement'), covering shares of the
Corporation's common stock,  no par value  ('Common Stock'), offered  and to  be
offered  pursuant to the  Exxon Corporation Shareholder  Investment Program (the
'Program'). I have  also examined  originals or copies,  certified or  otherwise
authenticated  to  my satisfaction,  or all  such documents  and records  of the
Corporation, of such agreements, and  of such certificates of public  officials,
officers  and representatives of  the Corporation, and others,  as I have deemed
necessary to require as a basis for the opinions hereinafter expressed.
 
     In all such examinations, I have assumed the genuineness of all signatures,
the authority to sign of all signatories, the due execution of all original  and
certified  documents, and the conformity to the original and certified documents
of all copies submitted to me as conformed or photostatic copies. As to  various
questions  of fact  material to  my opinion, I  have relied  upon statements and
certificates of officers of the Corporation, public officials, and others.
 
     Based upon and subject  to the foregoing and  to the qualifications  herein
specified, I am of the opinion that:
 
     The  shares  of Common  Stock offered  and  to be  offered pursuant  to the
Program are duly  authorized and,  when delivered in  connection with  purchases
under  the Program in accordance with the terms thereof, are and will be validly
issued, fully paid, and non-assessable.
 
     The opinions expressed  herein relate  solely to  the federal  laws of  the
United States and the New Jersey Business Corporation Law.
 
     I  hereby consent to the  use of my name  in the Registration Statement and
the prospectus forming a part thereof under the caption 'Legal Matters,' and  to
the  filing of this opinion as an exhibit  thereto. In giving this consent, I do
not thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.
 
                                          Very truly yours,
                                          JAMES EARL PARSONS
 
JEP