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                                                                    Exhibit 8(a)
                                                                                
                                                     Morgan, Lewis & Bockius LLP
















September 6, 1996




Bell Atlantic Corporation
1717 Arch Street
Philadelphia, PA  19103


Ladies and Gentlemen:

You have requested our opinion regarding certain federal income tax consequences
of the proposed merger (the "Merger") of Merger Subsidiary ("Sub"), a Delaware
corporation, and a direct wholly-owned subsidiary of Bell Atlantic Corporation
("Bell Atlantic"), a Delaware corporation, with and into NYNEX Corporation
("NYNEX"), a Delaware corporation, including the amendment and restatement of
Bell Atlantic's certificate of incorporation (the "Certificate Amendment").

In formulating our opinion, we examined such documents as we deemed appropriate,
including the Amended and Restated Agreement and Plan of Merger dated as of
April 21, 1996 by and between NYNEX and Bell Atlantic, as amended and restated
on July 2, 1996 (the "Merger Agreement"), and the Joint Proxy
Statement/Prospectus dated September 9, 1996 (the "Joint Proxy Statement")
included in the Registration Statement on Form S-4, as filed by Bell Atlantic
with the Securities and Exchange Commission on September 6, 1996 (the
"Registration Statement").

Our opinion set forth below assumes (1) the consummation of the Merger in the
manner contemplated by, and in accordance with the terms set forth in, the
Merger Agreement, the Joint Proxy Statement and the Registration Statement and
(2) the accuracy and completeness (on the date hereof and at the Effective Time
(as defined in the Merger Agreement)) of (i) the statements and facts concerning
the Merger set forth in the Merger Agreement, the Joint Proxy Statement, and the
Registration Statement, (ii) the facts that are the subject of the
representations of NYNEX set forth in the NYNEX Officer's Certificate described
in Section

 

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Bell Atlantic Corporation
September 6, 1996
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4.17(f) of the Merger Agreement to be delivered to us by NYNEX and dated as of
the Effective Time, and (iii) the facts that are the subject of the
representations of Bell Atlantic and Sub set forth in the Bell Atlantic
Officer's Certificate described in Section 5.17(f) of the Merger Agreement to be
delivered to us by Bell Atlantic and dated as of the Effective Time.

Based upon the facts and statements set forth above, our examination and review
of the documents referred to above and subject to the assumptions set forth
above, as of the date hereof we are of the opinion that, for federal income tax
purposes:

         1. the Merger, including the Certificate Amendment, will constitute a
         reorganization within the meaning of Section 368(a) of the Internal
         Revenue Code of 1986, as amended (the "Code");

         2. no gain or loss will be recognized by Bell Atlantic, NYNEX or Sub as
         a result of the formation of Sub and the Merger, including the
         Certificate Amendment; and

         3. no gain or loss will be recognized by stockholders of Bell Atlantic
         as a result of the Merger, including the Certificate Amendment.

In addition, based upon our examination and review of the documents referred to
above and subject to the assumptions set forth above, and except to the extent
qualified therein, we confirm that the discussion set forth under the heading
"Material Federal Income Tax Consequences" in the Joint Proxy Statement, to the
extent it expresses legal conclusions, accurately reflects our opinion as of the
date hereof as to the material federal income tax consequences of the
consummation of the Merger to stockholders of Bell Atlantic. We express no
opinion concerning any tax consequences of the Merger, including the Certificate
Amendment, other than those specifically set forth herein.

Our opinion is based on current provisions of the Code, the Treasury Regulations
promulgated thereunder, published pronouncements of the Internal Revenue Service
and case law, any of which may be changed at any time with retroactive effect.
Any change after the date hereof in applicable laws or in the facts and
circumstances surrounding the Merger, including the Certificate Amendment, or
any inaccuracy in the statements, facts, assumptions and representations on
which we have relied, may affect the continuing validity of the opinions set
forth herein. We assume no responsibility to inform you of any such change or
inaccuracy that may occur or come to our attention.

We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Joint Proxy Statement constituting a part
thereof, and any amendment thereto. In giving such opinion, we do not thereby
admit that we are acting within the category of persons whose

 

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Bell Atlantic Corporation
September 6, 1996
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consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules or regulations of the Securities and Exchange Commission
thereunder.

Very truly yours,


/s/Morgan, Lewis & Bockius LLP