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EXHIBIT 5
[WILLIAMS LETTERHEAD]
October 12, 2000
Williams Communications Group, Inc.
One Williams Center
Tulsa, Oklahoma 74172
Re: Offer to Exchange Senior Redeemable Notes due 2008 and 2010
Ladies and Gentlemen:
I am General Counsel of The Williams Companies, Inc., the parent
company of Williams Communications Group, Inc., a Delaware corporation (the
"Company"), and I, or attorneys responsible to me, have acted as counsel for the
Company in connection with the filing of a Registration Statement on Form S-4
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), of the proposed offering of up to $575 million aggregate
principal amount of 11.70% Senior Redeemable Notes due 2008 and $425 million
aggregate principal amount of 11.875% Senior Redeemable Notes due 2010
(collectively, the "Exchange Notes") in exchange for up to $575 million
aggregate principal amount of 11.70% Senior Redeemable Notes due 2008 and $425
million aggregate principal amount of 11.875% Senior Redeemable Notes due 2010
originally issued and sold in reliance upon an exemption from registration under
the Securities Act (collectively, the "Original Notes"). The Exchange Notes are
to be issued under an Indenture dated as of August 8, 2000, between the Company
and The Bank of New York, as Trustee (the "Indenture").
In reaching the conclusions expressed in this opinion, I or persons
responsible to me, have (a) examined the Registration Statement, the prospectus
contained therein, the Indenture, and such certificates of public officials and
of corporate officers and directors as we have deemed necessary or appropriate
for the purpose of rendering this opinion, (b) relied upon the accuracy of facts
and information set forth in all such documents, and (c) assumed the genuineness
of all signatures, the legal capacity of all natural persons, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies, and the authenticity of
the originals from which all such copies were made.
Based on the foregoing, I am of the opinion that the Exchange Notes
have been duly authorized by the Company and that, when the Registration
Statement has become effective under the Securities Act and the Exchange Notes
have been duly executed and authenticated in accordance with the Indenture and
issued and delivered in exchange for the Original Notes as described in the
Registration Statement, the Exchange Notes will be validly issued and binding
obligations of the Company entitled to the benefits of the Indenture and
enforceable in accordance with their terms, except as the enforcement thereof
may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer or
conveyance, moratorium or other laws affecting the enforcement of creditors'
rights generally from time to time in effect and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).
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I am a member of the bars of the States of Oklahoma and New York, and
accordingly, the opinions expressed herein are based upon and limited
exclusively to the laws of the State of Oklahoma, the laws of the State of New
York, the General Corporation Law of the State of Delaware and the laws of the
United States of America, insofar as such laws are applicable.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and related prospectus filed with the Securities and
Exchange Commission and to the reference to me under the caption "Legal Matters"
therein. 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.
This opinion speaks as of its date, and I undertake no, and hereby
expressly disclaim any duty to advise you as to changes of fact or law coming to
my attention after the date hereof.
Sincerely,
/s/ WILLIAM G. VON GLAHN
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William G. von Glahn
General Counsel of
The Williams Companies, Inc.
