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EXHIBIT 5
[VERIZON LOGO]
WILLIAM P. BARR
Executive Vice President and General Counsel
VERIZON COMMUNICATIONS INC.
1095 Avenue of the Americas
New York, New York 10036
Phone 212.395.1689
Fax 212.597.2587
January 17, 2001
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
Re: Verizon Communications Inc. Registration Statement
on Form S-8 under the Securities Act of 1933
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Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") which Verizon Communications Inc., a Delaware
corporation (the "Company), is filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, registering 750,000
shares of Common Stock, par value $.10 per share, of the Company to be offered
and sold from time to time under the Verizon Stock Compensation Plan for Outside
Directors (the "Plan").
I or members of my staff have reviewed the Registration Statement, the
Company's Certificate of Incorporation and Bylaws, resolutions adopted by the
Board of Directors of the Company, and such other documents and records as I
have deemed appropriate for the purpose of giving this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware.
2. All necessary corporate action on the part of the Company's Board
of Directors with respect to the issuance and sale of Shares to be
purchased directly from the Company has been taken, and any Shares to be
purchased directly from the Company will be legally issued, fully paid and
nonassessable when such Shares shall have been issued and sold for the
consideration contemplated in the Plan.
3. Any Shares to be purchased on the open market 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 Registration Statement and to being
named under the heading "Interests of Named Experts and Counsel" in the
Registration Statement.
Very truly yours,
/s/ W. P. Barr
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William P. Barr
Executive Vice President and
General Counsel
