EXHIBIT 5
EXHIBIT 23a
Opinion and Consent of Counsel
December 21, 2000
BellSouth Corporation
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Re: BellSouth Employee Stock Investment Plan
Dear Sirs:
I am Vice President and General Counsel of BellSouth Capital Funding Corporation
and have been asked to render this opinion in connection with the registration
statement on Form S-8 (the "Registration Statement") which BellSouth Corporation
(the "Company") proposes to file with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, registering 2,000,000 shares of
Common Stock (par value $1.00 per share) of the Company (the "Shares") which are
to be offered pursuant to the BellSouth Employee Stock Investment Plan (the
"Plan"), I am of the opinion that:
(1) the Company is a corporation duly organized and validly existing under the
laws of the State of Georgia.
(2) all proper corporate proceedings have been taken so that the Shares have
been duly authorized and, upon issuance and payment therefor in accordance with
the Plan, will be legally issued, fully paid and non-assessable.
I, or attorneys under my supervision, have examined originals or copies,
certified or otherwise identified to my satisfaction, of such documents,
corporate records, certificates of public officials and other instruments as I
have deemed necessary or advisable for the purpose of rendering this opinion. I
have assumed the authenticity of all documents submitted as originals and the
conformity with the original documents of any copies of such documents submitted
for examination.
I hereby consent to any references to me contained in, and to the filing of this
opinion with the Securities and Exchange Commission in connection with, the
Registration Statement.
Very truly yours,
/s/ Mark D. Hallenbeck
Mark D. Hallenbeck
