July 12, 2001
To: Qwest Capital Funding, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: QWEST CAPITAL FUNDING, INC.: REGISTRATION RIGHTS AGREEMENT AND
EXCHANGE OFFER.
Ladies and Gentlemen:
We have acted as special counsel with respect to the laws of the State of
Colorado to Qwest Capital Funding, Inc. (formerly known as U S WEST Capital
Funding, Inc.), a Colorado corporation (the "COMPANY"), in connection with
the Registration Rights Agreement, dated as of February 14, 2001 (the
"REGISTRATION RIGHTS AGREEMENT"), among the Company, Qwest Communications
International Inc., a Delaware corporation (the "GUARANTOR"), and Banc of
America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse First
Boston Corporation, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇▇▇▇▇▇ Brothers Inc., ▇▇▇▇▇▇▇
Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., ABN
AMRO Incorporated, Banc One Capital Markets, Inc., Commerzbank Capital
Markets Corp., First Union Securities, Inc., Fleet Securities Inc., Mellon
Financial Markets, LLC, RBC Dominion Securities Corporation, U.S. Bancorp
▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc., ▇▇▇▇▇▇▇▇ Capital Partners, L.P., ▇▇▇▇▇ Fargo Brokerage
Securities, LLC and The ▇▇▇▇▇▇▇▇ Capital Group, L.P. (collectively, the
"INITIAL PURCHASERS"), which provides for an offer to exchange (the "EXCHANGE
OFFER") up to $2,250,000,000 aggregate principal amount of the 7.25% Notes of
the Company due 2011, and $1,000,000,000 aggregate principal amount of the
7.75% Notes of the Company due 2031 (collectively, the "NOTES"), purchased by
the Initial Purchasers pursuant to the Purchase Agreement, dated February 7,
2001 (the "PURCHASE AGREEMENT"), among the Company, the Guarantor, and Banc
of America Securities LLC and ▇.▇. ▇▇▇▇▇▇ Securities Inc., as representatives
of the Initial Purchasers, in a transaction that we have been advised is
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "SECURITIES ACT"), for new 7.25% Notes of the Company due 2011
and 7.75% Notes of the Company due 2031 to be registered under the Securities
Act (the "EXCHANGE NOTES"), all in accordance with the terms of the
Registration Rights Agreement. Capitalized terms used but not defined herein
shall have the respective meanings ascribed thereto in the Registration
Rights Agreement.
Qwest Capital Funding, Inc.
July 12, 2001
Page 2
MATERIAL EXAMINED
In connection with this opinion, we have examined the following documents:
i. A copy of the Registration Rights Agreement.
ii. Photocopies of the applicable board resolutions of the Company
pertaining to the Exchange Offer and the issuance and registration of
the Exchange Notes, certified as being complete, true and correct by
an officer of the Company (the "BOARD RESOLUTIONS").
iii. Certificate issued by the Colorado Secretary of State, dated as of
June 22, 2001, relating to the due organization and good standing of
the Company in the State of Colorado.
In addition, we have examined originals or photocopies of such other corporate
documents and records of the Company, certificates of public officials relating
to the Company and certificates of officers of the Company as we have deemed
necessary as a basis for the opinions expressed herein. As to all factual
matters material to the opinions expressed herein, we have (with your permission
and without any independent investigation) relied upon, and assumed the accuracy
and completeness of, such certificates and corporate records.
ASSUMPTIONS
In connection with this opinion, we have, with your consent and without
investigation or independent verification, assumed the following:
a. All signatures are genuine, all documents and instruments submitted to
us as originals are authentic and all documents and instruments submitted to us
as photocopies, telecopies or facsimiles conform to the original documents and
instruments.
b. All documents we have reviewed are enforceable in accordance with
their respective terms against the parties thereto.
Qwest Capital Funding, Inc.
July 12, 2001
Page 3
OPINION
Based solely upon the foregoing and subject to the comments, qualifications and
other matters set forth herein, we are of the opinion that:
1. The Company is a corporation duly organized, and is validly existing
and in good standing, under the laws of the State of Colorado, with corporate
power to consummate the Exchange Offer in accordance with the terms of the
Registration Rights Agreement.
2. The consummation of the Exchange Offer by the Company in accordance
with the terms of the Registration Rights Agreement has been duly authorized by
all necessary corporate action on the part of the Company, and the Exchange
Notes, when duly executed by authorized officers of the Company as set forth in
the Board Resolutions and when duly executed and authenticated in the manner
contemplated in the Indenture, shall be duly executed by the Company.
COMMENTS AND QUALIFICATIONS
A. AT&T DIVESTITURE. We express no opinion on the impact on the opinions
contained herein of any litigation or ruling relating to the divestiture by
American Telephone and Telegraph Company of ownership of its operating telephone
companies.
B. EXISTENCE AND GOOD STANDING. The opinions expressed herein with
respect to the due organization, existence and good standing of the Company are
based solely upon the good standing certificate reviewed by us and described in
the Material Examined section above.
C. PUC MATTERS. We express no opinion with respect to matters relating to
any state public utilities commission or similar authority for the Company,
including without limitation whether any consents or approvals are required to
be obtained from any such entity.
D. FACTUAL MATTERS. As to various questions of fact relevant to this
opinion we have relied, without independent investigation, upon the certificates
of officers of the Company.
E. LAW LIMITATIONS. All the opinions expressed herein are limited to the
substantive laws of the State of Colorado.
Qwest Capital Funding, Inc.
July 12, 2001
Page 4
F. NON-PARTICIPATION IN NEGOTIATIONS. We have not participated in
negotiation of the Registration Rights Agreement, the Purchase Agreement or the
transactions contemplated thereby, nor have we participated in the preparation
of any documents or filings with respect to the Exchange Offer, including
without limitation, any registration statements or related prospectuses,
amendments or supplements relating thereto. Our undertaking has been limited to
a review of the form and content of the Registration Rights Agreement to the
extent we deem appropriate to render the opinions expressed herein. We have not
reviewed any other agreement for the purposes of rendering this legal opinion or
been informed of any other understanding, and we offer no opinion as to the
effect of any such other agreement or understanding on the opinions expressed
herein. Without limiting the generality of the foregoing, we express no opinion
herein with respect to the legal, valid and binding nature of or the
enforceability of the Exchange Notes, with respect to which we understand that
you have received a legal opinion from O'Melveny & ▇▇▇▇▇ LLP, dated the date
hereof.
The opinions expressed herein are rendered as of the date hereof. We do not
undertake to advise you of matters that come to our attention subsequent to the
date hereof and that may affect the opinions expressed herein, including without
limitation, future changes in applicable law. This letter is our opinion as to
certain legal conclusions as specifically set forth herein and is not and should
not be deemed to be a representation or opinion as to any factual matters. The
opinions expressed herein may be relied upon only in connection with the
Exchange Offer by the addressees hereof and by holders of the Notes or the
Exchange Notes; provided that O'Melveny & ▇▇▇▇▇ LLP may rely on this opinion
with respect to Colorado law for the purposes of delivering its legal opinion
dated the date hereof in connection with the Exchange Offer. The opinions
expressed herein may not be quoted in whole or in part or otherwise used or
referred to in connection with any other transactions and may not be furnished
to or filed with any governmental agency or other person or entity without the
prior written consent of this firm; provided that we consent to the filing by
the Company of this opinion as an exhibit to the Registration Statement on Form
S-4 (the "REGISTRATION STATEMENT") to be filed contemporaneously herewith with
the Securities and Exchange Commission in connection with the Exchange Offer,
and we further consent to the use of our name under the caption "Legal Opinions"
in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP