Exhibit 5.2

JOHN W. WHITE EVAN R. CHESLER PHILIP A. GELSTON RICHARD W. CLARY JAMES D. COOPER STEPHEN L. GORDON DANIEL L. MOSLEY ROBERT H. BARON DAVID MERCADO CHRISTINE A. VARNEY PETER T. BARBUR SANDRA C. GOLDSTEIN THOMAS G. RAFFERTY MICHAEL S. GOLDMAN RICHARD HALL JULIE A. NORTH ANDREW W. NEEDHAM STEPHEN L. BURNS KEITH R. HUMMEL DAVID J. KAPPOS DANIEL SLIFKIN ROBERT I. TOWNSEND, III WILLIAM J. WHELAN, III		PHILIP J. BOECKMAN WILLIAM V. FOGG FAIZA J. SAEED RICHARD J. STARK THOMAS E. DUNN MARK I. GREENE DAVID R. MARRIOTT MICHAEL A. PASKIN ANDREW J. PITTS MICHAEL T. REYNOLDS ANTONY L. RYAN GEORGE E. ZOBITZ GEORGE A. STEPHANAKIS DARIN P. MCATEE GARY A. BORNSTEIN TIMOTHY G. CAMERON KARIN A. DEMASI LIZABETHANN R. EISEN DAVID S. FINKELSTEIN DAVID GREENWALD RACHEL G. SKAISTIS PAUL H. ZUMBRO JOEL F. HEROLD		WORLDWIDE PLAZA 825 EIGHTH AVENUE NEW YORK, NY 10019-7475   TELEPHONE: +1-212-474-1000 FACSIMILE: +1-212-474-3700   __________   CITYPOINT ONE ROPEMAKER STREET LONDON EC2Y 9HR TELEPHONE:  +44-20-7453-1000 FACSIMILE:  +44-20-7860-1150		ERIC W. HILFERS GEORGE F. SCHOEN ERIK R. TAVZEL CRAIG F. ARCELLA DAMIEN R. ZOUBEK LAUREN ANGELILLI TATIANA LAPUSHCHIK ERIC L. SCHIELE ALYSSA K. CAPLES JENNIFER S. CONWAY MINH VAN NGO KEVIN J. ORSINI MATTHEW MORREALE JOHN D. BURETTA J. WESLEY EARNHARDT YONATAN EVEN BENJAMIN GRUENSTEIN JOSEPH O. ZAVAGLIA STEPHEN M. KESSING LAUREN A. MOSKOWITZ DAVID J. PERKINS JOHNNY G. SKUMPIJA J. LEONARD TETI, II		D. SCOTT BENNETT TING S. CHEN CHRISTOPHER K. FARGO KENNETH C. HALCOM DAVID M. STUART AARON M. GRUBER O. KEITH HALLAM, III OMID H. NASAB DAMARIS HERNÁNDEZ JONATHAN J. KATZ MARGARET SEGALL D’AMICO RORY A. LERARIS KARA L. MUNGOVAN   ___________________   SPECIAL COUNSEL   SAMUEL C. BUTLER GEORGE J. GILLESPIE, III   ___________________   OF COUNSEL   MICHAEL L. SCHLER

May 22, 2017

Martin Marietta Materials, Inc.

$300,000,000 Aggregate Principal Amount of Floating Rate Senior Notes due 2020

$300,000,000 Aggregate Principal Amount of 3.450% Senior Notes due 2027

Ladies and Gentlemen:

We have acted as counsel for Martin Marietta Materials, Inc., a North Carolina corporation (the “Company”), in connection with the public offering and sale by the Company of $300,000,000 aggregate principal amount of 3.450% Senior Notes due 2027 and $300,000,000 aggregate principal amount of Floating Rate Senior Notes due 2020 (together, the “Notes”) to be issued pursuant to an Indenture dated as of May 22, 2017 (the “Base Indenture”), between the Company and Regions Bank (the “Trustee”), as amended and supplemented by the First Supplemental Indenture dated as of May 22, 2017 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including the Indenture and the Registration Statement on Form S-3 (Registration No. 333-217991) filed with the Securities and Exchange Commission (the “Commission”) on May 12, 2017 (the “Registration Statement”), for registration under the Securities Act of 1933 (the “Securities Act”) of various securities of the Company, to be issued from time to time by the Company. As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and documents furnished to us by the Company without independent verification of their accuracy. We have also assumed (a) the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies, (b) that the Indenture has been duly authorized, executed and delivered by, and represents a legal, valid and binding obligation of, the Trustee, (c) that the Indenture has been duly authorized, executed and delivered by the Company and (d) that the Notes have been duly authorized, executed and delivered by the Company.

Based on the foregoing and subject to the qualifications set forth herein, we are of opinion that when the Notes are authenticated in accordance with the provisions of the Indenture and delivered and paid for, the Notes will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law).

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York and the Federal laws of the United States of America. In particular, we do not purport to pass on any matter governed by the laws of the State of North Carolina.

Very truly yours,

/s/ Cravath, Swaine & Moore LLP

Martin Marietta Materials, Inc.

2710 Wycliff Road

Raleigh, North Carolina 27607

120A

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