Exhibit 5.1
February __, 1999



  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 February __, 1999

  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  7.25%  Series B Senior  Discount  Notes Due 2008 (the  "Exchange
Notes")  for its  outstanding  7.25%  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/ Nick Nimmo
                      ------------------------
                     Nick Nimmo

                                                         5.1-1