Exhibit 5.1
  April 29, 1998



  Securities and Exchange Commission
  Judiciary Plaza
  450 Fifth Street, N.W.
  Washington, D.C. 20549

     Re:  Qwest Communications International Inc.
          Form S-4 Registration Statement Filed April 29, 1998

  Ladies and Gentlemen:

     As  counsel  for  Qwest  Communications   International  Inc.,  a  Delaware
  corporation   (the   "Company"),   we  have   examined  the   above-referenced
  Registration  Statement  on Form S-4  under  the  Securities  Act of 1933,  as
  amended (the "Registration  Statement"),  which the Company has filed covering
  the  exchange  of the  Company's  8.29%  Series B Senior  Discount  Notes  Due
  2008(the "Exchange Notes") for its outstanding 8.29% Senior Discount Notes Due
  2008 (the "Old Notes")

     We  have  examined  the  Company's  Amended  and  Restated  Certificate  of
  Incorporation,  By-Laws and the record of its corporate  proceedings  and have
  made such other  investigation as we have deemed necessary in order to express
  the opinions set forth below.

     Based on such  investigation,  it is our opinion that the  Exchange  Notes,
  when  sold  as  described  in the  prospectus  included  in  the  Registration
  Statement, will be legally issued, fully paid and non-assessable.

     We hereby consent to all references to us in the Registration Statement and
  all amendments to the Registration Statement. We further consent to the use of
  this opinion as an exhibit to the Registration Statement.

                  HOLME ROBERTS & OWEN LLP





                 By:  /s/ Martha Dugan Rehm
                      ------------------------
                      Martha Dugan Rehm

 



                                                         5.1-1