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October 11, 2000
Qwest Corporation
1801 California Street
Denver, Colorado 80202
RE: REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
We have acted as special counsel to Qwest Corporation, a Colorado
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission (the "Commission") of
a Registration Statement on Form S-4 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
the registration by the Company of $1,000,000,000 aggregate principal amount
of its 7 5/8% Notes due June 9, 2003 (the "new Notes"). The Registration
Statement also relates to the offer by the Company to exchange the new Notes
for all of its outstanding $1,000,000,000 aggregate principal amount of
7 5/8% Notes due June 9, 2003 (the "old Notes"), previously issued pursuant to
the Purchase Agreement, dated June 5, 2000 (the "Purchase Agreement"), and
filed as an exhibit to the Registration Statement. The new Notes will be
issued pursuant to the terms of the Registration Rights Agreement, dated as
of June 5, 2000, between the Company and the initial purchasers party thereto
(the "Registration Rights Agreement") and filed as an exhibit to the
Registration Statement and pursuant to an Indenture, dated October 15, 1999,
between the Company and Bank One Trust Company, National Association, as
trustee (the "Indenture").
In our capacity as such counsel, we have examined originals or copies of
those corporate and other records and documents we considered appropriate.
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with originals of
all documents submitted to us as copies.
On the basis of such examination, our reliance upon the assumptions in
this opinion and our consideration of those questions of law we considered
relevant, and subject to the limitations and qualifications in this opinion,
we are of the opinion that the new Notes, when duly executed and
authenticated in the manner contemplated in the Indenture and issued and
delivered in exchange for the old Notes as contemplated in the Prospectus
will be legally valid and binding
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Qwest Corporation, October 11, 2000 - Page 2
obligations of the Company, enforceable against the Company in accordance
with their terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting
creditors' rights generally (including, without limitation, fraudulent
conveyance laws), and by general principles of equity including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief, regardless of whether considered in a proceeding in equity or at law.
The law covered by this opinion is limited to the present federal law of
the United States, the present law of the State of New York and the present
General Corporation Law of the State of Delaware. We express no opinion as
to the laws of any other jurisdiction and no opinion regarding the statutes,
administrative decisions, rules, regulations or requirements of any county,
municipality, subdivision or local authority of any jurisdiction.
With respect to matters of Colorado law, we are relying upon the opinion
of Holme Roberts & Owen LLP, dated the date hereof, a copy of which has been
delivered to you. We are relying upon such opinion without independent
verification thereof.
We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the reference to this Firm in the
Prospectus constituting a part of the Registration Statement under the
caption "Legal Matters."
Respectfully submitted,
/s/ O'MELVENY & MYERS LLP
