Common use of Registration Statement No Clause in Contracts

Registration Statement No. 33-63145 became effective on October 6, 1995 and Registration Statement No. 333-31333 became effective on __________, 1997, and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to documents incorporated by reference into said Registration Statement and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Securities in the manner specified therein. I have no reason to believe that the Registration Statement, the Prospectus or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement and on the date hereof, contained or contain any untrue statement of a material fact or omitted or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇

Registration Statement No. 33-63145 became effective on October 6, 1995 333-______ and Registration Statement No. 333-31333 43507 became effective on __________, 19971998 and January 20, 1998, respectively, and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to documents incorporated by reference into said Registration Statement the Incorporated Documents and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements or other financial data contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Securities Debentures in the manner specified thereintherein specified. I have no reason to believe that the Registration Statement, the Prospectus Statement or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement Statement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus and the Incorporated Documents, considered as a whole on the date hereof, contained or contain any untrue statement of a material fact or omitted or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, except that in each case I express no opinion as to the financial statements or other financial data contained therein. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President-General Counsel

Registration Statement No. 33-63145 became effective on October 6, 1995 and Registration Statement No. 333-31333 333-______ became effective on __________, 1997, and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to documents incorporated by reference into said Registration Statement and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Securities in the manner specified therein. I have no reason to believe that the Registration Statement, the Prospectus or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement and on the date hereof, contained or contain any untrue statement of a material fact or omitted or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.

Registration Statement No. 33-63145 became effective on October 6, 1995 and Registration Statement No. 333-31333 333-______ became effective on ______, ____, 1997__, and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to documents incorporated by reference into said Registration Statement the Incorporated Documents and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements or other financial data contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Securities Debentures in the manner specified thereintherein specified. I have no reason to believe that the Registration Statement, the Prospectus St atement or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement Statement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus and the Incorporated Documents, considered as a whole on the date hereof, contained or contain any untrue statement of a material fact or omitted or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, except that in each case I express no opinion as to the financial statements or other financial data contained therein. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇______________________________ Vice President-General Counsel

Registration Statement No. 33333-63145 02013 became effective on October 6April 11, 1995 and Registration Statement No. 333-31333 became effective on __________, 19971996, and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to documents incorporated by reference into said Registration Statement the Incorporated Documents and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements or other financial data contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Securities Debentures in the manner specified thereintherein specified. I have no reason to believe that the Registration Statement, the Prospectus Statement or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement Statement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus and the Incorporated Documents, considered as a whole on the date hereof, contained or contain any untrue statement of a material fact or omitted or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, except that in each case I express no opinion as to the financial statements or other financial data contained therein. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President - General Counsel cc: Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Exhibit B MILBANK, TWEED, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ __________, 199_ GTE NORTH INCORPORATED $___,000,000 __% Debentures, Series _, Due ____ and the other several Purchasers referred to in the Purchase Agreement dated ___________________, among such Purchasers and GTE North Incorporated Dear Sirs: We have been designated by GTE North Incorporated (the "Company") as counsel for the purchasers of $___,000,000 aggregate principal amount of its ___% Debentures, Series _, Due ____ (the "New Debentures"). Pursuant to such designation and the terms of a Purchase Agreement dated ________, relating to the New Debentures (the "Purchase Agreement"), entered into by you with the Company, we have acted as your counsel in connection with your several purchases this day from the Company of the New Debentures, which are issued under an Indenture dated as of January 1, 1994, as amended and supplemented by the First Supplemental Indenture dated as of May 1, 1996 (as amended and supplemented, the "Indenture"), between the Company and The First National Bank of Chicago (the "Trustee"). We have reviewed originals, or copies certified to our satisfaction, of such corporate records of the Company, indentures, agreements and other instruments, certificates of public officials and of officers and representatives of the Company, and other documents, as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as copies, and the authenticity of the originals of such latter documents. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certifications by officers of the Company and statements contained in the Registration Statement hereinafter mentioned. In addition, we attended the closing held today at the offices of GTE Service Corporation, One Stamford Forum, Stamford, Connecticut, at which the Company caused the New Debentures to be delivered to your representatives at the Depository Trust Company, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, for your several accounts, against payment therefor. On the basis of the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that: 1. The Company is a validly existing corporation, in good standing, under the laws of the State of Wisconsin. 2. The Purchase Agreement has been duly authorized, executed and delivered by and on behalf of the Company. 3. The Indenture has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforceability of creditors' rights. The enforceability of the Indenture is subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including without limitation (i) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality, reasonableness, good faith and fair dealing. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended. 4. The New Debentures have been duly authorized and conform as to legal matters in all substantial respects to the description thereof contained in the Registration Statement and Prospectus hereinafter mentioned. The New Debentures (assuming due execution thereof by the Company and due authentication and delivery by the Trustee) have been duly issued for value by the Company and (subject to the qualifications stated in paragraph 3 above) constitute legal, valid and binding obligations of the Company, and are entitled to the benefits afforded by the Indenture in accordance with the terms of the Indenture and of the New Debentures. 5. On the basis of information received by the Company from the Securities and Exchange Commission (the "Commission") Registration Statement No. 333-02013 with respect to the New Debentures (the "Registration Statement"), filed with the Commission pursuant to the Securities Act of 1933, as amended (the "Act"), became effective under the Act on April 11, 1996, and thereupon the Prospectus dated ______________ as supplemented by the Prospectus Supplement dated ____________ (collectively, the "Prospectus") became lawful for use for the purposes specified in the Act, in connection with the offer for sale and sale of the New Debentures in the manner therein specified, subject to compliance with the provisions of securities or Blue Sky laws of certain States in connection with the offer for sale or sale of the New Debentures in such States. To the best of our knowledge, the Registration Statement remains in effect at this date. 6. The Registration Statement, as of its effective date, and the Prospectus, as of the date hereof, together with the documents incorporated by reference therein (the "Incorporated Documents") (except any financial