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                                                                       Exhibit 5

                                September 6, 1996


Bell Atlantic Corporation
1717 Arch Street
Philadelphia, PA  19103


                  Re:      Registration Statement on Form S-4

Ladies and Gentlemen:

                  I am Vice President - General Counsel of Bell Atlantic
Corporation (the "Company"). This opinion is being furnished in connection with
the Company's Registration Statement on Form S-4 (the "Registration Statement")
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to the registration by the Company of shares (the
"Shares") of common stock, par value $.10 per share (the "Common Stock"), of the
Company to be issued in connection with the merger of a wholly-owned subsidiary
of the Company with NYNEX Corporation (the "Merger") pursuant to the terms of
the Amended and Restated Agreement and Plan of Merger, dated as of April 21,
1996, as amended and restated on July 2, 1996 (the "Merger Agreement").

                  In connection with this opinion, I have examined the
Registration Statement and the Joint Proxy Statement/Prospectus included
therein, the Company's Certificate of Incorporation, as in effect on the date
hereof and as to be amended and restated, the Company's Bylaws, as in effect on
the date hereof and as to be amended and restated, and certain of the Company's
corporate proceedings as reflected in its minute books. In my examination, I
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, and the conformity with the originals of
all documents submitted to me as copies thereof. In addition, I have made such
other examinations of law and fact as I have deemed relevant in order to form a
basis for the opinion hereinafter expressed.

                  Based upon the foregoing, I am of the opinion that the Shares,
when and to the extent issued in accordance with the Merger Agreement, will be
validly issued, fully paid and non-assessable shares of Common Stock of the
Company.

                  I hereby consent to the use of this opinion as Exhibit 5 to
the Registration Statement and to the reference to me in the Registration
Statement.

                                                              Very truly yours,


                                                              /s/James R. Young