October 11, 2000
To: Qwest Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: QWEST CORPORATION: 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 Corporation (formerly known as U S WEST Communications, Inc.),
a Colorado corporation (the "COMPANY"), in connection with the Registration
Rights Agreement, dated as of June 5, 2000, among ▇▇▇▇▇▇ Brothers Inc., ▇▇▇▇▇▇▇
▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Banc of America
Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Banc One Capital Markets, Inc.,
Commerzbank Capital Markets Corporation, First Union Securities, Inc., McDonald
Investments Inc., A KeyCorp Company, RBC Dominion Securities Corporation, U.S.
Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc., ▇▇▇▇▇ Fargo Bank and The ▇▇▇▇▇▇▇▇ Capital Group,
L.P. (collectively, the "INITIAL PURCHASERS") and the Company (the "REGISTRATION
RIGHTS AGREEMENT"), which provides for an offer to exchange (the "EXCHANGE
OFFER") up to $1,000,000,000 aggregate principal amount of the 7 5/8% Notes due
2003 purchased by the Initial Purchasers pursuant to the Purchase Agreement,
dated June 5, 2000, among ▇▇▇▇▇▇ Brothers Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇
Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Banc of America Securities LLC and
▇.▇. ▇▇▇▇▇▇ Securities Inc., as representatives of the Initial Purchasers, and
the Company (the "PURCHASE AGREEMENT"), in a transaction exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"SECURITIES ACT"), for new 7 5/8% Notes due 2003 to be registered under the
Securities Act (the "NEW 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 Corporation
October 11, 2000
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 sale of
the New 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 September 29, 2000, 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 Corporation
October 11, 2000
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 incorporated, 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 New 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 incorporation, 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. FCC/PUC MATTERS. We express no opinion with respect to matters
relating to the Federal Communications Commission or 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.
Qwest Corporation
October 11, 2000
Page 4
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.
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 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 New 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 by the addressees hereof in
connection with the Exchange Offer; 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
Qwest Corporation
October 11, 2000
Page 5
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