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EXHIBIT 5.01
[AT&T LOGO]
[Letterhead of AT&T Corp.]
November 17, 2000
AT&T Corp.
32 Avenue of the Americas
New York, New York 10013
Dear Sirs:
With reference to the registration statement on Form S-4 (the
"Registration Statement") that AT&T Corp. (the "Company") proposes to file with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the 1,617,715 shares of the Company's Class A Liberty Media
Group common stock, par value $1.00 per share (the "Liberty Media Group Common
Stock"), to be issued pursuant to the Agreement and Plan of Merger, dated as of
July 25, 2000, by and among the Company, E-Group Merger Corp., Liberty Media and
Video Services Corporation, I am of the opinion that:
1. the Company is a duly organized and validly existing
corporation under the laws of the State of New York;
2. the issuance of the Liberty Media Group Common Stock has
been duly authorized by appropriate corporate action of
the Company; and
3. when the Liberty Media Group Common Stock has been issued and
delivered pursuant to a sale in the manner described in the
Registration Statement, such Liberty Media Group Common Stock
will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration Statement.
I also consent to the making of the statement with respect to me in the related
Proxy Statement/Prospectus under the heading "Legal Matters."
Very truly yours,
/S/ ROBERT S. FEIT
-------------------------
Robert S. Feit
General Attorney and
Assistant Secretary
