Exhibit 5
295 North Maple Ave.
Basking Ridge, NJ 07920
August 10, 2000
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013
Dear Sirs:
With reference to the registration statement on Form S-8 which AT&T
Corp.(the "Company") proposes to file with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended, registering
60,000,000 shares of AT&T Wireless Group Common Stock (par value $1 per share)
(the "Shares") which may be offered and sold by the Company under the AT&T Long
Term Savings Plan for Management Employees, AT&T Long Term Savings and Security
Plan, AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc.
Long Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term
Savings Plan for Management Employees, AT&T Long Term Savings Plan - San
Francisco and AT&T Wireless Services 401(k) Retirement Plan (collectively, the
"Plans"), which Shares, under the terms of the Plans may be authorized and
unissued shares or treasury shares, I am of the opinion that:
1. the Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York;
2. all proper corporate proceedings have been taken so that any Shares to
be offered and sold which are newly issued have been duly authorized and, upon
sale and payment therefor in accordance with the Plans and the resolutions of
the Board of Directors relating to the offering and sale of common shares
thereunder, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the SEC in connection
with the registration statement referred to above.
Very truly yours,
/s/ Robert S. Feit
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Robert S. Feit
