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                                                                    Exhibit 8(b)

                           Weil, Gotshal & Manges LLP





                               September 6, 1996



NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036

Ladies & 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







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NYNEX Corporation
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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 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 NYNEX
                  upon their exchange of common stock of NYNEX solely for common
                  stock of Bell Atlantic pursuant to the Merger, except with
                  respect to cash received in lieu of fractional shares of
                  common stock of Bell Atlantic and the payment of any real
                  property transfer taxes on behalf of stockholders of NYNEX.









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NYNEX Corporation
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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 NYNEX. 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 hereby consent to your filing this opinion as an exhibit to
the Registration Statement and to the reference to our firm in that connection
therein. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose 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/Weil, Gotshal & Manges LLP