<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 1996
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------
<TABLE>
<S> <C> <C>
U S WEST, INC. DELAWARE 84-0926774
U S WEST CAPITAL FUNDING, INC. COLORADO 84-1028672
U S WEST FINANCING II DELAWARE 84-6283244
(EXACT NAME OF REGISTRANT AS (STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(303) 793-6500
(Name, address, including zip code, and telephone number, including area code,
of each registrant's principal executive offices)
--------------------------
STEPHEN E. BRILZ, ESQ.
U S WEST, INC.
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(303) 793-6626
(Name, address, including zip code, and telephone number
of agent for service for each registrant)
PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
DENNIS J. BLOCK, ESQ.
AKIKO MIKUMO, ESQ.
WEIL, GOTSHAL & MANGES
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
--------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement, as determined by
market conditions.
--------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 33-57889,
33-57889-01 and 33-57889-03
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / / _____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
pleasecheck the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM AMOUNT OF
AGGREGATE OFFERING REGISTRATION FEE
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED PRICE (1)(2)(3) (1)
<S> <C> <C>
Preferred Securities of U S WEST Financing II.....................................
Subordinate Debt Securities of U S WEST Capital Funding, Inc......................
Guarantees of Preferred Securities of U S WEST Financing II by U S WEST, Inc.
(4).............................................................................
Guarantees of Subordinated Debt Securities by U S WEST, Inc. (4)..................
Total......................................................................... $80,000,000 $24,243
</TABLE>
(1) Such indeterminate number of Preferred Securities of U S WEST Financing II
as may from time to time be issued at indeterminate prices. Subordinated
Debt Securities may be issued and sold to U S WEST Financing II, in which
event such Subordinated Debt Securities may later be distributed to the
holders of Preferred Securities upon a dissolution of U S WEST Financing II
and the distribution of the assets thereof.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. The aggregate public offering price of the Preferred
Securities of U S WEST Financing II and the Subordinated Debt Securities of
U S WEST Capital Funding, Inc. registered hereby will not exceed
$80,000,000.
(3) Exclusive of accrued interest and distributions, if any.
(4) No separate consideration will be received for any Guarantees.
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3,
FILE NOS. 33-57889, 33-57889-01 AND 33-57889-03
The Registrants hereby incorporate by reference into this Registration
Statement on Form S-3 in its entirety the Registration Statement on Form S-3
(File Nos. 33-57889, 33-57889-01 and 33-57889-03) declared effective on October
31, 1995 by the Securities and Exchange Commission.
2
<PAGE>
EXHIBITS
<TABLE>
<S> <C> <C>
5-A -- Opinion of Weil, Gotshal & Manges LLP
5-B -- Opinion of Morris, Nichols, Arsht & Tunnel
5-C -- Opinion of Stephen E. Brilz, Esq.
23-A -- Consent of Coopers & Lybrand L.L.P.
23-B -- Consent of Deloitte & Touche LLP
23-C -- Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5-A)
23-D -- Consent of Morris, Nichols, Arsht & Tunnel (included in Exhibit 5-B)
23-E -- Consent of Stephen E. Brilz, Esq. (included in Exhibit 5-C)
24-A -- Powers of Attorney
</TABLE>
3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, U S WEST, INC.
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF DENVER, STATE OF COLORADO, ON THE 24TH DAY OF
OCTOBER, 1996.
U S WEST, Inc.
By /s/ STEPHEN E. BRILZ
-----------------------------------
Stephen E. Brilz
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following directors and officers of U S WEST, Inc. in the capacities and on the
date indicated.
PRINCIPAL EXECUTIVE OFFICER:
RICHARD D. McCORMICK* Chairman of the Board,
President and Chief
Executive Officer
PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER:
MICHAEL P. GLINSKY* Executive Vice
President and Chief
Financial Officer
DIRECTORS:
REMEDIOS DIAZ-OLIVER*
GRANT A. DOVE*
ALLAN D. GILMOUR*
PIERSON M. GRIEVE*
ALLEN F. JACOBSON*
RICHARD D. MCCORMICK*
MARILYN CARLSON NELSON*
FRANK POPOFF*
JERRY O. WILLIAMS*
*By /s/ STEPHEN E. BRILZ
--------------------------------------
Stephen E. Brilz
Attorney-in-Fact
Dated: October 24, 1996
4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, U S WEST CAPITAL
FUNDING, INC. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF DENVER, STATE OF COLORADO, ON THE 24TH DAY OF
OCTOBER, 1996.
U S WEST Capital Funding, Inc.
By /s/ STEPHEN E. BRILZ
-----------------------------------
Stephen E. Brilz
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following directors and officers of U S WEST Capital Funding, Inc. in the
capacities and on the date indicated.
PRINCIPAL EXECUTIVE OFFICER:
JAMES T. ANDERSON* President
PRINCIPAL FINANCIAL OFFICER:
Vice President and
RAHN K. PORTER* Treasurer
PRINCIPAL ACCOUNTING OFFICER:
Vice President and
JAMES R. TAUCHER* Controller
DIRECTORS:
JAMES T. ANDERSON*
MICHAEL P. GLINSKY*
*By /s/ STEPHEN E. BRILZ
- - -----------------------------------
Stephen E. Brilz
Attorney-in-Fact
Dated: October 24, 1996
5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, U S WEST
FINANCING II CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF DENVER, STATE OF COLORADO, ON THE 24TH DAY OF
OCTOBER, 1996.
U S WEST Financing II
By /s/ JAMES T. ANDERSON
-----------------------------------
James T. Anderson, Trustee
By /s/ RAHN K. PORTER
-----------------------------------
Rahn K. Porter, Trustee
By /s/ ROGER FOX
-----------------------------------
Roger Fox, Trustee
6
<PAGE>
EXHIBIT 5-A
Weil, Gotshal & Manges LLP
A limited liability partnership
including professional corporations
767 Fifth Avenue, New York, NY 10153-0019
(212) 310-8000
FAX: (212) 310-8007
October 24, 1996
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
Ladies and Gentlemen:
We have acted as counsel to U S WEST, Inc., a Delaware corporation
("U S WEST"), U S WEST Capital Funding, Inc., a Colorado corporation ("Capital
Funding"), and U S WEST Financing II, a Delaware business trust (the "Trusts"),
in connection with the preparation of a Registration Statement of U S WEST,
Capital Funding and the Trust on Form S-3, filed with the Securities and
Exchange Commission (the "Commission") on October 24, 1996 (the "Abbreviated
Registration Statement"), relating to the registration under the Securities Act
of 1933, as amended (the "Securities Act"), of preferred securities of the Trust
(the "Preferred Securities") and subordinated debt securities of Capital Funding
(the "Subordinated Debt Securities"). The Subordinated Debt Securities will be
fully and unconditionally guaranteed by U S WEST (the "Debt Guarantees"). The
Subordinated Debt Securities and the Debt Guarantee will be issued in accordance
with the provisions of an indenture, dated as of September 6, 1995, as amended
(the "Indenture"), among U S WEST, Capital Funding and Norwest Bank Minnesota,
National Association, as trustee (the "Trustee"). The Preferred Securities will
be guaranteed by U S WEST in the manner and to the extent set forth in a
Guarantee Agreement (the "Preferred Securities Guarantees"). The Preferred
Securities and Subordinated
<PAGE>
Debt Securities are to be offered for sale to the public together with the
preferred securities of the Trust and the subordinated debt securities of
Capital Funding registered pursuant to a Registration Statement of U S WEST,
Capital Funding and the Trust on Form S-3 (File Nos. 33-57889, 33-57889-01
and 33-57889-03), which was declared effective on October 31, 1995 (the
"Initial Registration Statement").
In so acting, we have reviewed the Abbreviated Registration Statement,
which incorporates by reference the Initial Registration Statement, the Initial
Registration Statement, including the prospectus (the "Prospectus") contained
therein, and the form of Indenture, form of Subordinated Debt Security, form of
Debt Guarantee and form of Preferred Securities Guarantee filed with the
Commission as exhibits to the Initial Registration Statement. In addition, we
have examined originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of U S WEST and Capital Funding, and have
made such inquiries of such officers and representatives, as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of U S WEST and Capital Funding.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. U S WEST is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware and has all requisite
corporate power and authority to own, lease and operate its properties and to
carry on its business as now being conducted.
2. The Subordinated Debt Securities have been duly and validly
authorized by Capital Funding and,
2
<PAGE>
when executed, authenticated, issued and delivered in the manner contemplated
in the Indenture, will constitute legal, valid and binding obligations of
Capital Funding, entitled to the benefits of the Indenture and enforceable
against it in accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar
laws affecting creditors' rights and remedies generally and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity) and except to the
extent that rights to indemnification thereunder may be limited by federal or
state securities laws or public policy relating thereto.
3. The Debt Guarantees have been duly and validly authorized by U S
WEST and, when executed, authenticated, issued and delivered in the manner
contemplated in the Indenture, will constitute the legal, valid and binding
obligations of U S WEST, entitled to the benefits of the Indenture and
enforceable against it in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally and subject, as
to enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity) and except to the
extent that rights to indemnification thereunder may be limited by federal or
state securities laws or public policy relating thereto.
4. The Preferred Securities Guarantees have been duly and validly
authorized by U S WEST and, when executed and delivered by U S WEST, will
constitute the legal, valid and binding obligation of U S WEST, enforceable
against it in accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
The opinions expressed herein are limited to the laws of the State of
New York and the corporate laws of the State of Delaware and we express no
opinion as
3
<PAGE>
to the effect on the matters covered by this letter of the laws of any other
jurisdiction, except that as to matters of Colorado law we have relied upon
the opinion of Stephen E. Brilz, Esq. filed as an exhibit to the Abbreviated
Registration Statement.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. These opinions may not be
used or relied upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental agency, quoted,
cited or otherwise referred to without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Abbreviated Registration Statement and to the references to this firm under the
heading "Legal Opinions" in the Prospectus and under the heading "Legal Matters"
in any prospectus supplement filed in connection with the issuance of Preferred
Securities or Subordinated Debt Securities, without admitting that we are
"experts" under the Securities Act or the rules and regulations of the
Commission issued thereunder with respect to any part of the Abbreviated
Registration Statement or the Initial Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
4
<PAGE>
EXHIBIT 5-B
[Letterhead]
October 24, 1996
US West Financing II
c/o US West, Inc.
7800 East Orchard Road
Englewood, CO 80111
Re: US WEST FINANCING II
Ladies and Gentlemen:
We have acted as special Delaware counsel to US West Financing II,
a Delaware statutory business trust (the "Trust"), in connection with certain
matters relating to the proposed issuance of Preferred Securities to
beneficial owners pursuant to and as described in Post-Effective Amendment
No. 1 to Registration Statement Nos. 33-57889, 33-57889-01, 33-57889-02,
33-57889-03, 33-57889-04 and the related Prospectus Supplement dated on or
about the date hereof (to Prospectus dated October 31, 1995) (the
"Post-Effective Amendment" and the "Prospectus Supplement") and the
Registration Statement on Form S-3 to which this opinion relates which is to
be filed pursuant to Rule 462(b) under the Securities Act of 1933 (the
"Registration Statement"). Capitalized terms used herein and not otherwise
herein defined are used as defined in the Amended and Restated Declaration of
Trust of the Trust dated on or about the date hereof (the "Governing
Instrument").
In rendering this opinion, we have examined copies of the following
documents in the forms provided to us: the Certificate of Trust of the Trust
as filed in the Office of the Secretary of State of the State of Delaware
(the "State Office") on March 1, 1995 (the "Certificate"); a Declaration of
Trust of the Trust dated as of March 1, 1995 (the "Original Governing
Instrument"); the Governing Instrument; the Indenture dated as of September
6, 1996 between US West Funding, Inc., US West, Inc. and Norwest Bank
Minnesota, National Association, as trustee, as supplemented by a Second
Supplemental Indenture, dated as of October 31, 1995 and a Third Supplemental
Indenture, dated on or about the date hereof; the Preferred Securities
Guarantee to be made by US West, Inc.; the Common Securities Guarantee to be
made by US West, Inc.; the Purchase Agreement relating to the Preferred
Securities between, among others, US West, Inc., the Trust, and Merrill Lynch
& Co. (the "Purchase Agreement"); the Post-Effective Amendment; the
<PAGE>
US West Financing II
c/o US West, Inc.
October 24, 1996
Page 2
Prospectus Supplement; the Registration Statement; and a certificate of good
standing of the Trust obtained as of a recent date from the State Office. In
such examinations, we have assumed the genuineness of all signatures, the
conformity to original documents of all documents submitted to us as drafts
or copies or forms of documents to be executed and the legal capacity of
natural persons to complete the execution of documents. We have further
assumed for purposes of this opinion: (i) the due formation or organization,
valid existence and good standing of each entity that is a party to any of
the documents reviewed by us under the laws of the jurisdiction of its
respective formation or organization; (ii) the due authorization, execution
and delivery by, or on behalf of, each of the parties thereto of the
above-referenced documents (including, without limitation, the due
authorization, execution and delivery of the Governing Instrument and the
Purchase Agreement prior to the first issuance of Preferred Securities);
(iii) that no event has occurred subsequent to the filing of the Certificate
that would cause a dissolution or liquidation of the Trust under the Original
Governing Instrument or the Governing Instrument, as applicable; (iv) that
the activities of the Trust have been and will be conducted in accordance
with the Original Governing Instrument or the Governing Instrument, as
applicable, and the Delaware Business Trust Act, 12 DEL. C. SECTION 3801 ET
SEQ. (the "Delaware Act"); (v) that each Holder of Preferred Securities has
made payment of the required consideration therefor and received a Preferred
Securities Certificate in consideration thereof in accordance with the terms
and conditions of the Governing Instrument, Post-Effective Amendment,
Prospectus Supplement, Registration Statement and Purchase Agreement and that
the Preferred Securities are otherwise issued and sold to the Preferred
Securities Holders in accordance with the terms, conditions, requirements and
procedures set forth in the Governing Instrument, Post-Effective Amendment,
Prospectus Supplement, Registration Statement and Purchase Agreement; and
(vi) that the documents examined by us are in full force and effect, express
the entire understanding of the parties thereto with respect to the subject
matter thereof and have not been modified, supplemented or otherwise amended,
except as herein referenced. No opinion is expressed with respect to the
requirements of, or compliance with, federal or state securities or blue sky
laws. We have not participated in the preparation of the Post-Effective
Amendment, Prospectus Supplement, Registration Statement or any other
offering materials relating to the Preferred Securities and we assume no
responsibility for their contents. As to any fact material to our opinion,
other than those assumed, we have relied without independent investigation on
the above-referenced documents and on the accuracy, as of the date hereof, of
the matters therein contained.
<PAGE>
US West Financing II
c/o US West, Inc.
October 24, 1996
Page 3
Based on and subject to the foregoing, and limited in all respects
to matters of Delaware law, it is our opinion that, upon issuance, the
Preferred Securities will constitute validly issued and, subject to the terms
of the Governing Instrument, fully paid and nonassessable beneficial
interests in the assets of the Trust. We note that pursuant to Section 11.04
of the Governing Instrument, the Trust may withhold amounts otherwise
distributable to a Holder and pay over such amounts to the applicable
jurisdictions in accordance with federal, state and local law and any amount
withheld will be deemed to have been distributed to such Holder and that,
pursuant to the Governing Instrument, Preferred Security Holders may be
obligated to make payments or provide indemnity or security under the
circumstances set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that
we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder. This
opinion speaks only as of the date hereof and is based on our understanding
and assumptions as to present facts, and on our review of the above
referenced documents and the application of Delaware law as the same exist as
of the date hereof, and we undertake no obligation to update or supplement
this opinion after the date hereof for the benefit of any person or entity
with respect to any facts or circumstances that may hereafter come to our
attention or any changes in facts or law that may hereafter occur or take
effect. This opinion is intended solely for the benefit of the addressee
hereof in connection with the matters contemplated hereby and may not be
relied on by any other person or entity or for any other purpose without our
prior written consent.
Very truly yours,
MORRIS, NICHOLS, ARSHT & TUNNELL
<PAGE>
EXHIBIT 5-C
U S WEST, Inc.
Suite 480
7800 East Orchard Road
Englewood, Colorado 80111
(303) 793-6626
Stephen E. Brilz
Corporate Counsel
October 24, 1996
U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111
Re: Public Offering of Securities
I have examined the Registration Statement on Form S-3 filed
contemporaneously herewith (the "Abbreviated Registration Statement") by U S
WEST, Inc., a Delaware corporation ("U S WEST"), U S WEST Capital Funding, Inc.,
a Colorado corporation ("Capital Funding"), and U S WEST Financing II, a
Delaware business trust (the "Trust"), relating to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of preferred
securities of the Trust (the "Preferred Securities") and subordinated debt
securities of Capital Funding (the "Subordinated Debt Securities"). The
Subordinated Debt Securities will be fully and unconditionally guaranteed by U
S WEST (the "Debt Guarantees"). The Subordinated Debt Securities and the Debt
Guarantee will be issued in accordance with the provisions of an indenture,
dated as of September 6, 1995, as amended (the"Indenture"), among U S WEST,
Capital Funding and Norwest Bank Minnesota, National Association, as trustee
(the "Trustee"). The Preferred Securities will be guaranteed by U S WEST in the
manner and to the extent set forth in a Guarantee Agreement (the "Preferred
Securities Guarantees"). I have also examined the Registration Statement of U S
WEST, Capital Funding and the Trust on Form S-3 (File Nos. 33-57889, 33-57889-01
and 33-57889-03), which was declared effective on October 31, 1995 (the "Initial
Registration Statement"), including the Prospectus contained therein (the
"Prospectus"), which relates to preferred securities of the Trust and
subordinated debt securities of Capital Funding to be offered for sale to the
public together with the Preferred
<PAGE>
Securities and Subordinated Debt Securities. The Initial Registration Statement
has been incorporated by reference into the Abbreviated Registration Statement.
I have examined U S WEST's restated certificate of incorporation and
bylaws, as amended, Capital Funding's Articles of Incorporation and bylaws, as
amended, the form of Indenture and such other documents, certificates and
matters of fact as I have deemed necessary for purposes of this opinion. I am
familiar with the proceedings taken and proposed to be taken by U S WEST and
Capital Funding in connection with the proposed authorization, issuance and sale
of the Preferred Securities, Preferred Securities Guarantees, Subordinated Debt
Securities and Debt Guarantees.
Based upon the foregoing, and in reliance thereon, it is my opinion
that:
1. Capital Funding is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Colorado and has
all requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now being conducted.
2. The execution and delivery of the Subordinated Debt Securities and
the Indenture by Capital Funding have been duly authorized by all necessary
corporate action of the part of Capital Funding.
I hereby consent to the filing of this opinion as an exhibit to the
Abbreviated Registration Statement, and I further consent to the use of my name
under the caption "Legal Opinions" in the Prospectus and to the use of my name
under the caption "Legal Matters" in any prospectus supplement filed in
connection with the issuance of Preferred Securities or Subordinated Debt
Securities.
Very truly yours,
/s/ Stephen E. Brilz
---------------------------------------
Stephen E. Brilz
2
<PAGE>
EXHIBIT 23-A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of U S WEST, Inc. on Form S-3 of our report, which includes an
explanatory paragraph regarding the discontinuance of accounting for the
operations of U S WEST Communications, Inc. in accordance with Statement of
Financial Accounting Standard No. 71, "Accounting for the Effects of Certain
Types of Regulation," in 1993, dated February 12, 1996, except for Note 4,
paragraph 3, as to which the date is February 27, 1996, on our audits of the
consolidated financial statements of U S WEST, Inc., as of December 31, 1995
and 1994, and for the years ended December 31, 1995, 1994 and 1993, which
report is included in U S WEST, Inc.'s Annual Report on Form 10-K. We also
consent to the incorporation by reference of our report dated February 12,
1996 on the related consolidated financial statement schedule, which report
is included in U S WEST, Inc.'s Annual Report on Form 10-K.
We consent to the incorporation by reference in this Registration
Statement of U S WEST, Inc. on Form S-3 of our report, which includes an
explanatory paragraph regarding the discontinuance of accounting for the
operations of U S WEST Communications, Inc. in accordance with Statement
of Financial Accounting Standard No. 71, "Accounting for the Effects of
Certain Types of Regulation," in 1993, dated February 12, 1996, on our audits
of the combined financial statements of U S WEST Communication Group, as of
December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994
and 1993, which report is included in U S WEST, Inc.'s Annual Report on Form
10-K.
We consent to the incorporation by reference in this Registration
Statement of U S WEST, Inc. on Form S-3 of our report, dated February 12,
1996, except for Note 5, paragraph 3, as to which the date is February 27,
1996, on our audits of the combined financial statements and Supplementary
Selected Proportionate Results of Operations of U S WEST Media Group, as of
December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994
and 1993, which report is included in U S WEST, Inc.'s Annual Report on Form
10-K.
We also consent to the reference to our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Denver, Colorado
October 24, 1996
<PAGE>
EXHIBIT 23-B
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statement of U S WEST, Inc., U S WEST Capital Funding, Inc. and U S WEST
Financing II on Form S-3 (the "462(b) Registration Statement") of our report,
dated February 14, 1996 (which includes an explanatory paragraph related to
changes in accounting for income taxes and investments in 1993 and 1994,
respectively), with respect to the consolidated financial statements of
Continental Cablevision, Inc. and subsidiaries appearing in the Registration
Statement No. 333-13901 on Form S-4 of U S WEST, Inc. (which includes the
proxy statement of Continental Cablevision, Inc. related to the proposed
merger of Continental Cablevision, Inc. into U S WEST, Inc. or a subsidiary
of U S WEST, Inc.), which report has been incorporated by reference in the
Current Report on Form 8-K of U S WEST, Inc., dated October 15, 1996.
We also consent to the reference to our firm under the heading
"Experts" in a prospectus supplement relating to the 462(b) Registration
Statement.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
October 23, 1996
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EXHIBIT 24-A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST, Inc., a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-3, including related prospectuses (all
effectively referred to as the "Registration Statement") for the registration
of guaranties by the Company (the "Guaranties"), in conjunction with a
registration by U S WEST Capital Funding, Inc. ("Capital Funding") and/or
U S WEST Financing I, II or III ("Financing"), to increase the size of any
such offering in a manner consistent with Rule 462(b) under the Securities
Act of 1933, as amended; and
WHEREAS, each of the undersigned is a Director of the Company as
indicated below each signature;
NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T.
ANDERSON and STEPHEN E. BRILZ, and each of them, as attorneys for him or her
and in his or her name, place, and stead, and in his or her capacity as an
Officer or Director of the Company, to execute and file such Registration
Statements, and thereafter to execute and file any amended registration
statement or statements or supplements thereto, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about the
premises as fully, to all intents and purposes, as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 21st day of October, 1996.
/s/ REMEDIOS DIAZ-OLIVER /s/ RICHARD D. McCORMICK
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Remedios Diaz-Oliver Richard D. McCormick
/s/ GRANT A. DOVE /s/ MARILYN C. NELSON
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Grant A. Dove Marilyn C. Nelson
/s/ ALLAN D. GILMOUR /s/ FRANK POPOFF
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Allan D. Gilmour Frank Popoff
/s/ PIERSON M. GRIEVE /s/ JERRY O. WILLIAMS
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Pierson M. Grieve Jerry O. Williams
/s/ ALLEN F. JACOBSEN
- - ---------------------------------
Allen F. Jacobsen
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS
WHEREAS, U S WEST, Inc., a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-3, including related prospectuses (all
effectively referred to as the "Registration Statement") for the registration
of guaranties by the Company (the "Guaranties"), in conjunction with a
registration by U S WEST Capital Funding, Inc. ("Capital Funding") and/or
U S WEST Financing I, II and III ("Financing"), to increase the size of any
such offering in a manner consistent with Rule 462(b) under the Securities
Act of 1933, as amended; and
WHEREAS, each of the undersigned is an Officer or Director, or both, of
the Company as indicated below each signature;
NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T.
ANDERSON and STEPHEN E. BRILZ, and each of them, as attorneys for him and in
his name, place, and stead, and in his capacity as an Officer or Director of
the Company, to execute and file such Registration Statements, and thereafter
to execute and file any amended registration statement or statements or
supplements thereto, hereby giving and granting to said attorneys full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises as fully, to all
intents and purposes, as he might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 21st day of October, 1996.
/s/ RICHARD D. McCORMICK
---------------------------------
Richard D. McCormick
Chairman of the Board, Chief
Executive Officer and President
/s/ MICHAEL P. GLINSKY
---------------------------------
Michael P. Glinsky
Executive Vice President and
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST Capital Funding, Inc., a Colorado corporation
(hereinafter referred to as the "Company"), proposes to file with the Securities
and Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3, including related prospectuses
(all effectively referred to as the "Registration Statement") for the
registration by the Company of subordinated debt securities, in conjunction
with a registration by the Company and/or U S WEST Financing I, II or III
("Financing"), to increase the size of any such offering in a manner consistent
with Rule 462(b) under the Securities Act of 1933, as amended; and
WHEREAS, each of the undersigned is an Officer or Director, or both, of the
Company as indicated below each signature;
NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T.
ANDERSON and STEPHEN E. BRILZ, and each of them, as attorneys for him and in his
name, place, and stead, and in his capacity as an Officer or Director of the
Company, to execute and file such Registration Statements, and thereafter to
execute and file any amended registration statement or statements or supplements
thereto, hereby giving and granting to said attorneys full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
he might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 21st day of October, 1996.
/s/ JAMES T. ANDERSON
______________________________
James T. Anderson
President and Director
/s/ MICHAEL P. GLINSKY
______________________________
Michael P. Glinsky
Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST Capital Funding, Inc., a Colorado corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the Securities
Act of 1933, as amended, a Registration Statement on Form S-3, including
related prospectuses (all effectively referred to as the "Registration
Statement") for the registration by the Company of subordinated debt
securities, in conjunction with a registration by U S WEST Financing I, II or
III ("Financing"), to increase the size of any such offering in a manner
consistent with Rule 462(b) under the Securities Act of 1933, as amended; and
WHEREAS, each of the undersigned is an Officer of the Company as
indicated below each signature;
NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES
T. ANDERSON and STEPHEN E. BRILZ, and each of them, as attorneys for him and
in his name, place, and stead, and in his capacity as an Officer or Director
of the Company, to execute and file such Registration Statements, and
thereafter to execute and file any amended registration statement or
statements or supplements thereto, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises
as fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 21st day of October, 1996.
/S/ JAMES R. TAUCHER
-------------------------
James R. Taucher
Vice President and Controller
/S/ RAHN K. PORTER
-------------------------
Rahn K. Porter
Vice President and Treasurer
