Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022
June 17, 1997
LCI International, Inc.
8180 Greensboro Drive, Suite 800
McLean, VA 22102
Re: LCI International, Inc. -
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to LCI International, Inc., a Delaware corporation (the
"Company"), in connection with the filing of a registration statement
(Registration No. 33-96186, the "Registration Statement") under the Securities
Act of 1933, as amended (the "Act"), with respect to the issuance by the Company
of up to $300,000,000 aggregate principal amount of Senior Securities on a
delayed or continuous basis pursuant to Rule 415 under the Act. The Registration
Statement was declared effective by the Securities and Exchange Commission on
March 10, 1997. Capitalized terms used and not otherwise defined herein shall
have the meanings ascribed to them in the Registration Statement. In addition,
the Company's Board of Directors has authorized the issuance of up to an
additional $50,000,000 aggregate principal amount of Senior Securities to be
included in a registration statement filed pursuant to Rule 462(b) under the Act
increasing the size of the offering registered under the Registration Statement,
should the Company make such an election. All Senior Securities registered under
the Registration Statement and any registration statement filed under Rule
462(b) relating to the same offering registered under the Registration Statement
(a "Rule 462(b) Registration Statement") are herein called the "Senior
Securities."
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments
relating to the incorporation of the Company and to the authorization and
issuance of the Senior Securities, and have made such investigations of law, as
we have deemed necessary and advisable. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to authentic originals of all documents
submitted to us as copies. In rendering the opinions expressed below, we have
relied on factual representations by Company officials and statements of fact
contained in the documents we have examined.
Based upon the foregoing, we are of the opinion that:
1. The Company is duly incorporated, validly existing and in good standing
under the laws of the State of Delaware.
2. The Senior Securities, when executed and delivered in accordance with
the terms of the Senior Indenture, authenticated by the Trustee in
accordance with the terms of the Senior Indenture, and issued and
delivered against payment therefor, will be legally issued and
constitute valid and binding obligations of the Company entitled to
the benefits of the Senior Indenture, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors' rights generally and
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
We are members of the bar of the State of New York and we express no opinions as
to the laws of any jurisdiction other than the laws of the State of New York,
the General Corporation Law of the State of Delaware and the federal laws of the
United States. We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement referred to above and to any Rule 462(b) Registration
Statement and to the reference to our firm under the
heading "Legal Matters" in the Prospectus included in the Registration Statement
and in any Rule 462(b) Registration Statement. We do not admit by giving this
consent that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/s/ Willkie Farr & Gallagher